Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Sonder Holdings Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001819395 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 129,365,000 | $ 121,467,000 |
Prepaid assets | 6,204,000 | 3,112,000 |
Total current assets | 156,709,000 | 146,276,000 |
Total assets | 196,845,000 | 177,521,000 |
Current liabilities | ||
Accrued expenses, formation and offering costs | 14,130,000 | 8,248,000 |
Total current liabilities | 259,168,000 | 54,201,000 |
Total liabilities | 321,209,000 | 110,918,000 |
Commitments and contingencies | ||
Class A subject to possible redemption, 45,000,000 and -0- shares at September 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share) | 568,483,000 | 567,463,000 |
Stockholders' equity (deficit): | ||
Accumulated deficit | (737,499,000) | (520,425,000) |
Total stockholders’ equity (deficit) | (692,847,000) | (500,860,000) |
Total liabilities, mezzanine equity, and stockholders’ deficit | 196,845,000 | 177,521,000 |
Gores Metropoulos II, Inc. | ||
Current assets | ||
Cash and cash equivalents | 39,734 | 160,314 |
Deferred offering costs | 285,941 | |
Prepaid assets | 1,276,826 | |
Total current assets | 1,316,560 | 446,255 |
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Total assets | 451,346,153 | 446,255 |
Current liabilities | ||
Accrued expenses, formation and offering costs | 4,123,283 | 158,255 |
State franchise tax accrual | 150,000 | 2,918 |
Notes and advances payable – related party | 1,500,000 | 300,000 |
Total current liabilities | 30,423,283 | 461,173 |
Deferred underwriting compensation | 15,750,000 | |
Total liabilities | 46,173,283 | 461,173 |
Commitments and contingencies | ||
Class A subject to possible redemption, 45,000,000 and -0- shares at September 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share) | 450,000,000 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Additional paid-in-capital | 23,850 | |
Accumulated deficit | (44,828,255) | (39,918) |
Total stockholders’ equity (deficit) | (44,827,130) | (14,918) |
Total liabilities, mezzanine equity, and stockholders’ deficit | 451,346,153 | 446,255 |
Public Warrants | Gores Metropoulos II, Inc. | ||
Current liabilities | ||
Warrants derivative liability | 15,300,000 | |
Private Warrants | Gores Metropoulos II, Inc. | ||
Current liabilities | ||
Warrants derivative liability | 9,350,000 | |
Class F Common Stock | Gores Metropoulos II, Inc. | ||
Stockholders' equity (deficit): | ||
Common Stock | $ 1,125 | $ 1,150 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - Gores Metropoulos II, Inc. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 440,000,000 | |
Class A Common Stock | ||
Mezzanine equity, shares issued (in shares) | 45,000,000 | 0 |
Shares subject to possible redemption, redemption value per share | $ 10 | $ 10 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 45,000,000 | 0 |
Common stock, shares outstanding (in shares) | 45,000,000 | 0 |
Class F Common Stock | ||
Preferred stock, shares issued (in shares) | 11,500,000 | |
Preferred stock, shares outstanding (in shares) | 11,500,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 11,250,000 | 11,500,000 |
Common stock, shares outstanding (in shares) | 11,250,000 | 11,500,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Loss from operations | $ (55,401,000) | $ (191,384,000) | ||
Loss before income taxes | (64,451,000) | (216,848,000) | ||
Net loss | (64,584,000) | (217,074,000) | ||
Gores Metropoulos II, Inc. | ||||
Organizational expenses | $ (4,000) | |||
Professional fees and other expenses | $ (20,500) | (1,495,007) | (33,000) | (5,678,785) |
State franchise taxes, other than income tax | (1,245) | (50,000) | (2,918) | (150,000) |
Gain/(loss) from change in fair value of warrant liabilities | (4,350,000) | 1,595,000 | ||
Allocated expense for warrant issuance cost | (918,141) | |||
Loss from operations | (21,745) | (5,895,007) | (5,151,926) | |
Other income—interest income | 11,344 | 29,593 | ||
Loss before income taxes | (21,745) | (5,883,663) | (5,122,333) | |
Net loss | $ (21,745) | $ (5,883,663) | $ (39,918) | $ (5,122,333) |
Weighted-average shares outstanding | 11,500,000 | |||
Net loss per ordinary share: | ||||
Common Stock - basic and diluted | $ 0 | |||
Class A Common Stock | Gores Metropoulos II, Inc. | ||||
Weighted-average shares outstanding | 45,000,000 | 41,538,462 | ||
Net loss per ordinary share: | ||||
Common Stock - basic and diluted | $ (0.10) | $ (0.87) | ||
Class F Common Stock | Gores Metropoulos II, Inc. | ||||
Weighted-average shares outstanding | 11,500,000 | 11,250,000 | 11,309,524 | |
Net loss per ordinary share: | ||||
Common Stock - basic and diluted | $ 0 | $ (0.10) | $ (0.87) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Gores Metropoulos II, Inc. | Class A Common StockGores Metropoulos II, Inc. | Class F Common StockGores Metropoulos II, Inc. | Common StockClass A Common StockGores Metropoulos II, Inc. | Common StockClass F Common StockGores Metropoulos II, Inc. | Additional Paid-in Capital | Additional Paid-in CapitalGores Metropoulos II, Inc. | Accumulated Deficit | Accumulated DeficitGores Metropoulos II, Inc. | |
Beginning balance at Dec. 31, 2018 | $ (90,882,000) | $ 856,000 | $ (91,860,000) | ||||||||
Net loss | (178,249,000) | (178,249,000) | |||||||||
Ending balance at Dec. 31, 2019 | (258,670,000) | 5,032,000 | (270,109,000) | ||||||||
Net loss | (178,056,000) | (178,056,000) | |||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | $ 3,255 | $ 1,150 | 12,110,000 | $ 23,850 | (448,166,000) | $ (21,745) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 11,500,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | (258,670,000) | 5,032,000 | (270,109,000) | ||||||||
Net loss | (250,316,000) | (250,316,000) | |||||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | (14,918) | $ 0 | $ 1,150 | 13,898,000 | 23,850 | (520,425,000) | (39,918) | |||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 11,500,000 | |||||||||
Beginning balance at Jun. 30, 2020 | (382,422,000) | 10,698,000 | (392,651,000) | ||||||||
Net loss | (55,514,000) | (55,514,000) | |||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 3,255 | $ 1,150 | 12,110,000 | 23,850 | (448,166,000) | (21,745) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 11,500,000 | ||||||||||
Beginning balance at Jul. 20, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Beginning balance (in shares) at Jul. 20, 2020 | 0 | 0 | |||||||||
Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 | 25,000 | $ 1,150 | 23,850 | ||||||||
Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 (shares) | 11,500,000 | ||||||||||
Net loss | (21,745) | (21,745) | |||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 3,255 | $ 1,150 | 12,110,000 | 23,850 | (448,166,000) | (21,745) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 11,500,000 | ||||||||||
Beginning balance at Jul. 20, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Beginning balance (in shares) at Jul. 20, 2020 | 0 | 0 | |||||||||
Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 | [1] | 25,000 | $ 0 | $ 1,150 | 23,850 | 0 | |||||
Sale of Class F common stock, par value $0.0001 per share, to Sponsor on July 23, 2020 (shares) | [1] | 0 | 11,500,000 | ||||||||
Net loss | (39,918) | $ 0 | $ 0 | 0 | (39,918) | ||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | (14,918) | $ 0 | $ 1,150 | 13,898,000 | 23,850 | (520,425,000) | (39,918) | |||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 11,500,000 | |||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Forfeited Class F Common stock by Sponsor | $ (25) | 25 | |||||||||
Forfeited Class F Common stock by Sponsor (shares) | (250,000) | ||||||||||
Excess of fair value paid by founders for warrants | 1,045,000 | 1,045,000 | |||||||||
Subsequent measurement under ASC 480-10-S99 against additional paid-in capital | (1,068,875) | (1,068,875) | |||||||||
Subsequent measurement under ASC 480-10-S99 against accumulated deficit | (39,666,004) | (39,666,004) | |||||||||
Net loss | (217,074,000) | (5,122,333) | (217,074,000) | (5,122,333) | |||||||
Ending balance at Sep. 30, 2021 | (692,847,000) | (44,827,130) | $ 1,125 | 37,271,000 | 0 | (737,499,000) | (44,828,255) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 11,250,000 | ||||||||||
Beginning balance at Jun. 30, 2021 | (631,672,000) | (38,943,467) | $ 1,125 | 32,742,000 | 0 | (672,915,000) | (38,944,592) | ||||
Beginning balance (in shares) at Jun. 30, 2021 | 11,250,000 | ||||||||||
Net loss | (64,584,000) | (5,883,663) | (64,584,000) | (5,883,663) | |||||||
Ending balance at Sep. 30, 2021 | $ (692,847,000) | $ (44,827,130) | $ 1,125 | $ 37,271,000 | $ 0 | $ (737,499,000) | $ (44,828,255) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 11,250,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
[1] | This number includes up to $1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - Class F Common Stock - Gores Metropoulos II, Inc. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 23, 2020 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Sponsor | |||
Class A subject to possible redemption, shares | 1,500,000 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Fair value of warrants | $ 1,395,000 | $ 16,000 | $ 26,000 | ||
Net cash used in operating activities | (135,943,000) | (155,851,000) | (202,502,000) | ||
Cash flows from investing activities: | |||||
Net cash used in investing activities | (11,852,000) | (12,361,000) | (14,850,000) | ||
Cash flows from financing activities | |||||
Net cash provided by financing activities | 154,685,000 | 203,319,000 | 226,561,000 | ||
Net change in cash, cash equivalents, and restricted cash | 6,472,000 | 34,388,000 | 8,862,000 | ||
Gores Metropoulos II, Inc. | |||||
Cash flows from operating activities | |||||
Net income/(loss) | $ (21,745) | $ (39,918) | (5,122,333) | ||
Changes in state franchise tax accrual | 1,245 | 2,918 | 147,082 | ||
Changes in prepaid assets | (1,276,826) | ||||
Changes in accrued expenses, formation and offering costs | 4,000 | 4,000 | 4,250,969 | ||
Issuance costs related to warrant liabilities | 918,141 | ||||
Fair value of warrants | (1,595,000) | ||||
Net cash used in operating activities | (16,500) | (33,000) | (2,677,967) | ||
Cash flows from investing activities: | |||||
Cash deposited in Trust Account | (450,000,000) | ||||
Interest and dividends reinvested in the Trust Account | (29,593) | ||||
Net cash used in investing activities | 0 | (450,029,593) | |||
Cash flows from financing activities | |||||
Proceeds from sale of Units in initial public offering | 450,000,000 | ||||
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | ||||
Proceeds from note payable—related party | 300,000 | ||||
Proceeds from sale of Class F common stock to Sponsor | 25,000 | 25,000 | |||
Proceeds from notes and advances payable – related party | 300,000 | 1,500,000 | |||
Repayment of notes and advances payable – related party | (300,000) | ||||
Payment of underwriters' discounts and commissions | (9,000,000) | ||||
Payment of accrued offering costs | (78,000) | (131,686) | (613,020) | ||
Net cash provided by financing activities | 247,000 | 193,314 | 452,586,980 | ||
Net change in cash, cash equivalents, and restricted cash | 230,500 | 160,314 | (120,580) | ||
Cash at beginning of period | 0 | 0 | 160,314 | ||
Cash at end of period | 230,500 | 160,314 | 39,734 | $ 230,500 | $ 160,314 |
Supplemental disclosures of cash flow information: | |||||
Deferred underwriting compensation | 15,750,000 | ||||
Cash paid for income and state franchise taxes | $ 2,918 | ||||
Deferred offering costs | $ 106,248 | $ 154,255 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 129,365 | $ 121,467 |
Restricted cash | 215 | 1,641 |
Accounts receivable, net of allowance of $2,570 and $2,503 at December 31, 2020 and 2019, respectively | 7,646 | 1,774 |
Prepaid rent | 3,009 | 9,907 |
Prepaid expenses | 6,204 | 3,112 |
Other current assets | 10,270 | 8,375 |
Total current assets | 156,709 | 146,276 |
Property and equipment, net | 22,987 | 24,204 |
Other non-current assets | 17,149 | 7,041 |
Total assets | 196,845 | 177,521 |
Current liabilities | ||
Accounts payable | 10,072 | 10,915 |
Accrued liabilities | 14,130 | 8,248 |
Sales tax payable | 9,574 | 6,880 |
Deferred revenue | 27,715 | 10,203 |
Current portion of long-term debt | 17,892 | 17,038 |
Convertible notes | 178,911 | 0 |
Other current liabilities | 874 | 917 |
Total current liabilities | 259,168 | 54,201 |
Deferred rent | 44,110 | 28,760 |
Long-term debt | 12,715 | 25,022 |
Other non-current liabilities | 5,216 | 2,935 |
Total liabilities | 321,209 | 110,918 |
Commitments and contingencies | ||
Mezzanine equity: | ||
Total mezzanine equity | 568,483 | 567,463 |
Stockholders’ deficit: | ||
Additional paid-in capital | 37,271 | 13,898 |
Cumulative translation adjustment | 7,380 | 5,666 |
Accumulated deficit | (737,499) | (520,425) |
Total stockholders’ equity (deficit) | (692,847) | (500,860) |
Total liabilities, mezzanine equity, and stockholders’ deficit | 196,845 | 177,521 |
Redeemable Convertible Preferred Stock | ||
Mezzanine equity: | ||
Total mezzanine equity | 518,750 | 517,730 |
Exchangeable Preferred Stock | ||
Mezzanine equity: | ||
Total mezzanine equity | 49,733 | 49,733 |
Common Stock | ||
Stockholders’ deficit: | ||
Common and exchangeable stock | 1 | 1 |
Exchangeable AA Stock | ||
Stockholders’ deficit: | ||
Common and exchangeable stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for credit loss | $ 353 | $ 2,570 | $ 2,503 | $ 1,292 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 67,454 | $ 26,471 | $ 146,281 | $ 87,193 | $ 115,678 | $ 142,910 |
Cost of revenue (excluding depreciation and amortization) | 52,402 | 24,508 | 135,352 | 99,821 | 136,995 | 124,866 |
Operations and support | 36,592 | 29,227 | 96,904 | 86,931 | 115,072 | 105,401 |
General and administrative | 21,694 | 17,972 | 78,458 | 54,396 | 77,033 | 60,894 |
Research and development | 5,443 | 3,853 | 12,828 | 13,331 | 17,552 | 15,737 |
Sales and marketing | 6,724 | 3,108 | 14,123 | 10,405 | 12,848 | 7,115 |
Total costs and expenses | 122,855 | 78,668 | 337,665 | 264,884 | 359,500 | 314,013 |
Loss from operations | (55,401) | (52,197) | (191,384) | (177,691) | (243,822) | (171,103) |
Interest expense, net and other (income) expense, net: | ||||||
Interest expense, net | 13,279 | 1,658 | 29,628 | 4,834 | 6,402 | 1,133 |
Other (income) expense, net | (4,229) | 1,648 | (4,164) | (4,483) | (231) | 6,013 |
Total interest expense, net and other (income) expense, net | 9,050 | 3,306 | 25,464 | 351 | 6,171 | 7,146 |
Loss before income taxes | (64,451) | (55,503) | (216,848) | (178,042) | (249,993) | (178,249) |
Provision for income taxes | 133 | 11 | 226 | 14 | 323 | 0 |
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Net loss per share, basic (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net loss per share, diluted (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Weighted average shares outstanding of common stock, basic (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Weighted average shares outstanding of common stock, diluted (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Other comprehensive loss: | ||||||
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Change in foreign currency translation adjustment | (1,120) | 1,777 | 1,714 | (5,099) | (740) | 6,284 |
Comprehensive loss | $ (65,704) | $ (53,737) | $ (215,360) | $ (183,155) | $ (251,056) | $ (171,965) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($) | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock | Series D | Series E | Exchangeable Preferred Stock | Common StockCommon Stock | Exchangeable AA StockCommon Stock |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2018 | 47,476,173 | 0 | ||||||||
Mezzanine equity, beginning balance at Dec. 31, 2018 | $ 135,506,000 | $ 0 | ||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 21,436,746 | |||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 224,664,000 | |||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2019 | 56,753,734 | 19,474,094 | 12,159,185 | |||||||
Mezzanine equity, ending balance at Dec. 31, 2019 | $ 360,170,000 | $ 314,967,000 | $ 203,732,000 | $ 45,203,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 9,426,463 | 0 | ||||||||
Beginning balance at Dec. 31, 2018 | (90,882,000) | $ 856,000 | $ 122,000 | $ (91,860,000) | $ 0 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,121,686 | |||||||||
Issuance of common stock upon exercise of stock options | 738,000 | 737,000 | $ 1,000 | |||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | (9,842,579) | 9,842,579 | ||||||||
Stock-based compensation | 3,380,000 | 3,380,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (178,249,000) | (178,249,000) | ||||||||
Other comprehensive loss | 6,284,000 | 6,284,000 | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 5,705,570 | 9,842,579 | ||||||||
Ending balance at Dec. 31, 2019 | (258,670,000) | 5,032,000 | 6,406,000 | (270,109,000) | $ 1,000 | |||||
Increase (Decrease) in Mezzanine Equity | ||||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 47,637 | 16,358,182 | 420,570 | |||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 594,000 | $ 175,335,000 | $ 4,530,000 | |||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 728,287 | |||||||||
Issuance of common stock upon exercise of stock options | 1,249,000 | 1,249,000 | ||||||||
Stock-based compensation | 5,829,000 | 5,829,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (178,056,000) | (178,056,000) | ||||||||
Other comprehensive loss | (5,099,000) | (5,099,000) | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||||
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019 | 56,753,734 | 19,474,094 | 12,159,185 | |||||||
Mezzanine equity, beginning balance at Dec. 31, 2019 | 360,170,000 | $ 314,967,000 | $ 203,732,000 | $ 45,203,000 | ||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 18,863,308 | 420,570 | ||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 202,169,000 | $ 4,530,000 | ||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 75,664,679 | 16,663,497 | 18,863,308 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | 567,463,000 | $ 517,730,000 | $ 174,315,000 | $ 202,169,000 | $ 49,733,000 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 5,705,570 | 9,842,579 | ||||||||
Beginning balance at Dec. 31, 2019 | $ (258,670,000) | 5,032,000 | 6,406,000 | (270,109,000) | $ 1,000 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 405,221 | (405,221) | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,093 | 1,058,967 | ||||||||
Issuance of common stock upon exercise of stock options | $ 1,643,000 | 1,643,000 | ||||||||
Stock-based compensation | 7,223,000 | 7,223,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (250,316,000) | (250,316,000) | ||||||||
Other comprehensive loss | (740,000) | (740,000) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 7,169,758 | 9,437,358 | ||||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | 13,898,000 | 5,666,000 | (520,425,000) | $ 1,000 | |||||
Mezzanine equity, beginning balance (in shares) at Jun. 30, 2020 | 72,069,019 | 12,579,755 | ||||||||
Mezzanine equity, beginning balance at Jun. 30, 2020 | $ 479,156,000 | $ 49,733,000 | ||||||||
Increase (Decrease) in Mezzanine Equity | ||||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 1,090,534 | |||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 180,000 | $ 11,560,000 | ||||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 6,283,089 | 9,842,579 | ||||||||
Beginning balance at Jun. 30, 2020 | (382,422,000) | 10,698,000 | (470,000) | (392,651,000) | $ 1,000 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 150,768 | |||||||||
Issuance of common stock upon exercise of stock options | 392,000 | 392,000 | ||||||||
Stock-based compensation | 1,020,000 | 1,020,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (55,514,000) | (55,514,000) | ||||||||
Other comprehensive loss | 1,777,000 | 1,777,000 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 75,664,679 | 16,663,497 | 18,863,308 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | 567,463,000 | $ 517,730,000 | $ 174,315,000 | $ 202,169,000 | $ 49,733,000 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 7,169,758 | 9,437,358 | ||||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | 13,898,000 | 5,666,000 | (520,425,000) | $ 1,000 | |||||
Increase (Decrease) in Mezzanine Equity | ||||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 92,876 | |||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 1,020,000 | |||||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021 | 75,757,555 | 3,472,000 | 18,956,000 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2021 | 568,483,000 | $ 518,750,000 | $ 35,808,000 | $ 203,189,000 | $ 49,733,000 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 16,168 | (16,168) | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,230,155 | |||||||||
Issuance of common stock upon exercise of stock options | 3,079,000 | 3,079,000 | ||||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 56,075 | |||||||||
Issuance of common stock upon exercise of common stock warrants | 120,000 | 120,000 | ||||||||
Stock-based compensation | 20,174,000 | 20,174,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (217,074,000) | (217,074,000) | ||||||||
Other comprehensive loss | 1,714,000 | 1,714,000 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 8,472,156 | 9,421,190 | ||||||||
Ending balance at Sep. 30, 2021 | (692,847,000) | 37,271,000 | 7,380,000 | (737,499,000) | $ 1,000 | |||||
Mezzanine equity, beginning balance (in shares) at Jun. 30, 2021 | 75,757,555 | 12,579,755 | ||||||||
Mezzanine equity, beginning balance at Jun. 30, 2021 | $ 518,750,000 | $ 49,733,000 | ||||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021 | 75,757,555 | 3,472,000 | 18,956,000 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2021 | 568,483,000 | $ 518,750,000 | $ 35,808,000 | $ 203,189,000 | $ 49,733,000 | |||||
Beginning balance (in shares) at Jun. 30, 2021 | 8,123,008 | 9,437,358 | ||||||||
Beginning balance at Jun. 30, 2021 | (631,672,000) | 32,742,000 | 8,500,000 | (672,915,000) | $ 1,000 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 16,168 | (16,168) | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 332,980 | |||||||||
Issuance of common stock upon exercise of stock options | 956,000 | 956,000 | ||||||||
Stock-based compensation | 3,573,000 | 3,573,000 | ||||||||
Components of comprehensive loss: | ||||||||||
Net loss | (64,584,000) | (64,584,000) | ||||||||
Other comprehensive loss | (1,120,000) | (1,120,000) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 8,472,156 | 9,421,190 | ||||||||
Ending balance at Sep. 30, 2021 | $ (692,847,000) | $ 37,271,000 | $ 7,380,000 | $ (737,499,000) | $ 1,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 12,689 | 12,627 | 16,969 | 11,167 |
Share-based compensation | 20,174 | 5,829 | 7,223 | 3,380 |
Bad debt expense | 167 | 2,238 | 2,567 | 1,217 |
Write-off of capital assets | 668 | 2,814 | 3,782 | (2) |
Straight-line rent | 12,895 | (2,859) | 1,821 | 21,890 |
Unrealized (gain) loss on foreign currency transactions | 2,129 | (4,454) | (245) | 3,298 |
Amortization of debt issuance costs | 1,562 | 439 | 716 | 244 |
Amortization of debt discounts | 23,009 | 0 | ||
Change in fair value of share-settle redemption feature | (7,828) | 0 | ||
Fair value of warrants | 1,395 | 16 | 26 | 278 |
Other adjustments to net loss | 11 | (14) | (14) | 58 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6,115) | 1,233 | 1,681 | 1,220 |
Prepaid rent | 6,890 | 1,770 | 4,121 | (9,361) |
Prepaid expenses | (3,103) | 1,708 | 552 | (1,591) |
Other current assets | (1,783) | (1,828) | (5,058) | (2,369) |
Other non-current assets | (10,138) | 519 | 1,193 | (3,776) |
Accounts payable | (861) | 1,422 | 3,668 | 1,924 |
Accrued liabilities | 5,937 | (3,098) | (590) | 7,051 |
Sales tax payable | 2,475 | (2,130) | 2,062 | 3,596 |
Deferred revenue | 20,112 | 3,746 | 4,841 | 4,120 |
Other current liabilities | (37) | (41) | 237 | 0 |
Other non-current liabilities | 883 | 2,268 | 2,262 | 45 |
Net cash used in operating activities | (135,943) | (155,851) | (202,502) | (135,860) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (8,036) | (10,130) | (12,247) | (22,561) |
Development of internal-use software | (3,816) | (2,231) | (2,603) | (1,696) |
Net cash used in investing activities | (11,852) | (12,361) | (14,850) | (24,257) |
Cash flows from financing activities | ||||
Repayment of debt | (11,900) | (2,838) | (6,741) | (13,750) |
Proceeds from debt financing, net | 162,366 | 24,451 | 24,366 | 7,063 |
Proceeds from exercise of stock options | 3,079 | 1,249 | 1,643 | 738 |
Exercise of common stock warrants | 120 | 0 | ||
Issuance of redeemable convertible preferred stock, net | 1,020 | 180,457 | 207,293 | 224,664 |
Net cash provided by financing activities | 154,685 | 203,319 | 226,561 | 218,715 |
Effects of foreign exchange on cash | (418) | (719) | (347) | 2,279 |
Net change in cash, cash equivalents, and restricted cash | 6,472 | 34,388 | 8,862 | 60,877 |
Cash, cash equivalents, and restricted cash at the beginning of year | 123,108 | 114,246 | 114,246 | 53,369 |
Cash, cash equivalents, and restricted cash at end of year | 129,580 | 148,634 | 123,108 | 114,246 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 213 | 12 | 100 | 3 |
Cash paid for interest | 3,368 | 3,668 | 5,428 | 3,509 |
Non-cash disclosure of investing and financing activities: | ||||
Accrued purchases of property and equipment | 149 | 0 | ||
Reconciliation of cash, cash equivalents, and restricted cash: | ||||
Cash | 129,365 | 121,467 | 110,916 | |
Restricted cash | 215 | 1,641 | 3,330 | |
Total cash, cash equivalents, and restricted cash | $ 129,580 | $ 148,634 | $ 123,108 | $ 114,246 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 129,365 | $ 121,467 | $ 110,916 |
Restricted cash | 215 | 1,641 | 3,330 |
Accounts receivable, net of allowance of $2,570 and $2,503 at December 31, 2020 and 2019, respectively | 7,646 | 1,774 | 5,995 |
Prepaid rent | 3,009 | 9,907 | 13,882 |
Prepaid expenses | 6,204 | 3,112 | 3,655 |
Other current assets | 10,270 | 8,375 | 3,190 |
Total current assets | 156,709 | 146,276 | 140,968 |
Property and equipment, net | 22,987 | 24,204 | 30,102 |
Other non-current assets | 17,149 | 7,041 | 8,190 |
Total assets | 196,845 | 177,521 | 179,260 |
Current liabilities | |||
Accounts payable | 10,072 | 10,915 | 7,114 |
Accrued liabilities | 14,130 | 8,248 | 8,909 |
Sales tax payable | 9,574 | 6,880 | 4,656 |
Deferred revenue | 27,715 | 10,203 | 6,863 |
Current portion of long-term debt | 17,892 | 17,038 | 5,753 |
Other current liabilities | 874 | 917 | 197 |
Total current liabilities | 259,168 | 54,201 | 33,492 |
Deferred rent | 44,110 | 28,760 | 25,172 |
Long-term debt | 12,715 | 25,022 | 18,274 |
Other non-current liabilities | 5,216 | 2,935 | 822 |
Total liabilities | 321,209 | 110,918 | 77,760 |
Commitments and contingencies | |||
Mezzanine equity: | |||
Total mezzanine equity | 568,483 | 567,463 | 360,170 |
Stockholders’ deficit: | |||
Additional paid-in capital | 37,271 | 13,898 | 5,032 |
Cumulative translation adjustment | 7,380 | 5,666 | 6,406 |
Accumulated deficit | (737,499) | (520,425) | (270,109) |
Total stockholders’ equity (deficit) | (692,847) | (500,860) | (258,670) |
Total liabilities, mezzanine equity, and stockholders’ deficit | 196,845 | 177,521 | 179,260 |
Redeemable Convertible Preferred Stock | |||
Mezzanine equity: | |||
Total mezzanine equity | 518,750 | 517,730 | 314,967 |
Exchangeable Preferred Stock | |||
Mezzanine equity: | |||
Total mezzanine equity | 49,733 | 49,733 | 45,203 |
Common Stock | |||
Stockholders’ deficit: | |||
Common and exchangeable stock | 1 | 1 | 1 |
Exchangeable AA Stock | |||
Stockholders’ deficit: | |||
Common and exchangeable stock | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for credit loss | $ 2,570 | $ 2,503 |
Redeemable Convertible Preferred Stock | ||
Mezzanine equity, shares authorized (in shares) | 159,303,110 | 138,679,570 |
Mezzanine equity, shares issued (in shares) | 75,664,679 | 56,753,734 |
Mezzanine equity, shares outstanding (in shares) | 75,664,679 | 56,753,734 |
Mezzanine equity, liquidation preference | $ 528,837 | $ 325,179 |
Exchangeable Preferred Stock | ||
Mezzanine equity, shares authorized (in shares) | 12,675,029 | 12,254,459 |
Mezzanine equity, shares issued (in shares) | 12,579,755 | 12,159,185 |
Mezzanine equity, shares outstanding (in shares) | 12,579,755 | 12,159,185 |
Mezzanine equity, liquidation preference | $ 49,741 | $ 45,211 |
Common Stock | ||
Common stock par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 128,734,881 | 107,168,070 |
Common stock, shares issued (in shares) | 7,169,758 | 5,705,570 |
Common stock, shares outstanding (in shares) | 7,169,758 | 5,705,570 |
Exchangeable AA Stock | ||
Common stock, shares authorized (in shares) | 22,517,608 | 22,254,459 |
Common stock, shares issued (in shares) | 9,437,358 | 9,842,579 |
Common stock, shares outstanding (in shares) | 9,437,358 | 9,842,579 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 67,454 | $ 26,471 | $ 146,281 | $ 87,193 | $ 115,678 | $ 142,910 |
Cost of revenue (excluding depreciation and amortization) | 52,402 | 24,508 | 135,352 | 99,821 | 136,995 | 124,866 |
Operations and support | 36,592 | 29,227 | 96,904 | 86,931 | 115,072 | 105,401 |
General and administrative | 21,694 | 17,972 | 78,458 | 54,396 | 77,033 | 60,894 |
Research and development | 5,443 | 3,853 | 12,828 | 13,331 | 17,552 | 15,737 |
Sales and marketing | 6,724 | 3,108 | 14,123 | 10,405 | 12,848 | 7,115 |
Total costs and expenses | 122,855 | 78,668 | 337,665 | 264,884 | 359,500 | 314,013 |
Loss from operations | (55,401) | (52,197) | (191,384) | (177,691) | (243,822) | (171,103) |
Interest expense, net and other (income) expense, net: | ||||||
Interest expense, net | 13,279 | 1,658 | 29,628 | 4,834 | 6,402 | 1,133 |
Other (income) expense, net | (4,229) | 1,648 | (4,164) | (4,483) | (231) | 6,013 |
Total interest expense, net and other (income) expense, net | 9,050 | 3,306 | 25,464 | 351 | 6,171 | 7,146 |
Loss before income taxes | (64,451) | (55,503) | (216,848) | (178,042) | (249,993) | (178,249) |
Provision for income taxes | 133 | 11 | 226 | 14 | 323 | 0 |
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Net loss per share, basic (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net loss per share, diluted (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Weighted average shares outstanding of common stock, basic (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Weighted average shares outstanding of common stock, diluted (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Other comprehensive loss: | ||||||
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Change in foreign currency translation adjustment | (1,120) | 1,777 | 1,714 | (5,099) | (740) | 6,284 |
Comprehensive loss | $ (65,704) | $ (53,737) | $ (215,360) | $ (183,155) | $ (251,056) | $ (171,965) |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT - USD ($) | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income (loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock | Exchangeable Preferred Stock | Common StockCommon Stock | Exchangeable AA StockCommon Stock |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2018 | 47,476,173 | 0 | ||||||
Mezzanine equity, beginning balance at Dec. 31, 2018 | $ 135,506,000 | $ 0 | ||||||
Increase (Decrease) in Mezzanine Equity | ||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 21,436,746 | |||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 224,664,000 | |||||||
Exchangeable Stock conversion in connection with the corporate inversion (in shares) | (12,159,185) | 12,159,185 | ||||||
Exchangeable Stock conversion in connection with the corporate inversion | $ (45,203,000) | $ 45,203,000 | ||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2019 | 56,753,734 | 12,159,185 | ||||||
Mezzanine equity, ending balance at Dec. 31, 2019 | $ 360,170,000 | $ 314,967,000 | $ 45,203,000 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 9,426,463 | 0 | ||||||
Beginning balance at Dec. 31, 2018 | (90,882,000) | $ 856,000 | $ 122,000 | $ (91,860,000) | $ 0 | |||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Exchangeable Stock conversion in connection with the corporate inversion (in shares) | (9,842,579) | 9,842,579 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,121,686 | |||||||
Issuance of common stock upon exercise of stock options | 738,000 | 737,000 | $ 1,000 | |||||
Stock-based compensation | 3,380,000 | 3,380,000 | ||||||
Issuance of warrants | 59,000 | 59,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (178,249,000) | (178,249,000) | ||||||
Other comprehensive loss | 6,284,000 | 6,284,000 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 5,705,570 | 9,842,579 | ||||||
Ending balance at Dec. 31, 2019 | (258,670,000) | 5,032,000 | 6,406,000 | (270,109,000) | $ 1,000 | |||
Increase (Decrease) in Mezzanine Equity | ||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 420,570 | |||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 4,530,000 | |||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 728,287 | |||||||
Issuance of common stock upon exercise of stock options | 1,249,000 | 1,249,000 | ||||||
Stock-based compensation | 5,829,000 | 5,829,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (178,056,000) | (178,056,000) | ||||||
Other comprehensive loss | (5,099,000) | (5,099,000) | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019 | 56,753,734 | 12,159,185 | ||||||
Mezzanine equity, beginning balance at Dec. 31, 2019 | 360,170,000 | $ 314,967,000 | $ 45,203,000 | |||||
Increase (Decrease) in Mezzanine Equity | ||||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs (in shares) | 18,863,308 | 420,570 | ||||||
Issuance of Redeemable Convertible Preferred Stock and Exchangeable Stock, net of issuance costs | $ 202,169,000 | $ 4,530,000 | ||||||
Series D Redeemable convertible Preferred Stock extension round (in shares) | 47,637 | |||||||
Series D Redeemable convertible Preferred Stock extension round | $ 594,000 | |||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 75,664,679 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | 567,463,000 | $ 517,730,000 | $ 49,733,000 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 5,705,570 | 9,842,579 | ||||||
Beginning balance at Dec. 31, 2019 | $ (258,670,000) | 5,032,000 | 6,406,000 | (270,109,000) | $ 1,000 | |||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 405,221 | (405,221) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,093 | 1,058,967 | ||||||
Issuance of common stock upon exercise of stock options | $ 1,643,000 | 1,643,000 | ||||||
Stock-based compensation | 7,223,000 | 7,223,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (250,316,000) | (250,316,000) | ||||||
Other comprehensive loss | (740,000) | (740,000) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 7,169,758 | 9,437,358 | ||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | 13,898,000 | 5,666,000 | (520,425,000) | $ 1,000 | |||
Mezzanine equity, beginning balance (in shares) at Jun. 30, 2020 | 72,069,019 | 12,579,755 | ||||||
Mezzanine equity, beginning balance at Jun. 30, 2020 | $ 479,156,000 | $ 49,733,000 | ||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||
Beginning balance (in shares) at Jun. 30, 2020 | 6,283,089 | 9,842,579 | ||||||
Beginning balance at Jun. 30, 2020 | (382,422,000) | 10,698,000 | (470,000) | (392,651,000) | $ 1,000 | |||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 150,768 | |||||||
Issuance of common stock upon exercise of stock options | 392,000 | 392,000 | ||||||
Stock-based compensation | 1,020,000 | 1,020,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (55,514,000) | (55,514,000) | ||||||
Other comprehensive loss | 1,777,000 | 1,777,000 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2020 | 73,159,553 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2020 | $ 490,896,000 | $ 49,733,000 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 6,433,857 | 9,842,579 | ||||||
Ending balance at Sep. 30, 2020 | (434,748,000) | 12,110,000 | 1,307,000 | (448,166,000) | $ 1,000 | |||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 75,664,679 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | 567,463,000 | $ 517,730,000 | $ 49,733,000 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 7,169,758 | 9,437,358 | ||||||
Ending balance at Dec. 31, 2020 | (500,860,000) | 13,898,000 | 5,666,000 | (520,425,000) | $ 1,000 | |||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021 | 75,757,555 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2021 | 568,483,000 | $ 518,750,000 | $ 49,733,000 | |||||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Exchangeable Stock conversion in connection with the corporate inversion (in shares) | 56,075 | |||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 16,168 | (16,168) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,230,155 | |||||||
Issuance of common stock upon exercise of stock options | 3,079,000 | 3,079,000 | ||||||
Stock-based compensation | 20,174,000 | 20,174,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (217,074,000) | (217,074,000) | ||||||
Other comprehensive loss | 1,714,000 | 1,714,000 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 8,472,156 | 9,421,190 | ||||||
Ending balance at Sep. 30, 2021 | (692,847,000) | 37,271,000 | 7,380,000 | (737,499,000) | $ 1,000 | |||
Mezzanine equity, beginning balance (in shares) at Jun. 30, 2021 | 75,757,555 | 12,579,755 | ||||||
Mezzanine equity, beginning balance at Jun. 30, 2021 | $ 518,750,000 | $ 49,733,000 | ||||||
Mezzanine equity, ending balance (in shares) at Sep. 30, 2021 | 75,757,555 | 12,579,755 | ||||||
Mezzanine equity, ending balance at Sep. 30, 2021 | 568,483,000 | $ 518,750,000 | $ 49,733,000 | |||||
Beginning balance (in shares) at Jun. 30, 2021 | 8,123,008 | 9,437,358 | ||||||
Beginning balance at Jun. 30, 2021 | (631,672,000) | 32,742,000 | 8,500,000 | (672,915,000) | $ 1,000 | |||
Increase (Decrease) in Stockholders' Deficit | ||||||||
Exchange of Series Voting Series AA Common to Common Stock (in shares) | 16,168 | (16,168) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 332,980 | |||||||
Issuance of common stock upon exercise of stock options | 956,000 | 956,000 | ||||||
Stock-based compensation | 3,573,000 | 3,573,000 | ||||||
Components of comprehensive loss: | ||||||||
Net loss | (64,584,000) | (64,584,000) | ||||||
Other comprehensive loss | (1,120,000) | (1,120,000) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 8,472,156 | 9,421,190 | ||||||
Ending balance at Sep. 30, 2021 | $ (692,847,000) | $ 37,271,000 | $ 7,380,000 | $ (737,499,000) | $ 1,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 12,689 | 12,627 | 16,969 | 11,167 |
Share-based compensation | 20,174 | 5,829 | 7,223 | 3,380 |
Bad debt expense | 167 | 2,238 | 2,567 | 1,217 |
Write-off of capital assets | 668 | 2,814 | 3,782 | (2) |
Straight-line rent | 12,895 | (2,859) | 1,821 | 21,890 |
Unrealized (gain) loss on foreign currency transactions | 2,129 | (4,454) | (245) | 3,298 |
Amortization of debt issuance costs | 1,562 | 439 | 716 | 244 |
Fair value of warrants | 1,395 | 16 | 26 | 278 |
Other adjustments to net loss | 11 | (14) | (14) | 58 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6,115) | 1,233 | 1,681 | 1,220 |
Prepaid rent | 6,890 | 1,770 | 4,121 | (9,361) |
Prepaid expenses | (3,103) | 1,708 | 552 | (1,591) |
Other current assets | (1,783) | (1,828) | (5,058) | (2,369) |
Other non-current assets | (10,138) | 519 | 1,193 | (3,776) |
Accounts payable | (861) | 1,422 | 3,668 | 1,924 |
Accrued liabilities | 5,937 | (3,098) | (590) | 7,051 |
Sales tax payable | 2,475 | (2,130) | 2,062 | 3,596 |
Deferred revenue | 20,112 | 3,746 | 4,841 | 4,120 |
Other current liabilities | (37) | (41) | 237 | 0 |
Other non-current liabilities | 883 | 2,268 | 2,262 | 45 |
Net cash used in operating activities | (135,943) | (155,851) | (202,502) | (135,860) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (8,036) | (10,130) | (12,247) | (22,561) |
Development of internal-use software | (3,816) | (2,231) | (2,603) | (1,696) |
Net cash used in investing activities | (11,852) | (12,361) | (14,850) | (24,257) |
Cash flows from financing activities | ||||
Repayment of debt | (11,900) | (2,838) | (6,741) | (13,750) |
Proceeds from debt financing, net | 162,366 | 24,451 | 24,366 | 7,063 |
Proceeds from exercise of stock options | 3,079 | 1,249 | 1,643 | 738 |
Issuance of redeemable convertible preferred stock, net | 1,020 | 180,457 | 207,293 | 224,664 |
Net cash provided by financing activities | 154,685 | 203,319 | 226,561 | 218,715 |
Effects of foreign exchange on cash | (418) | (719) | (347) | 2,279 |
Net change in cash, cash equivalents, and restricted cash | 6,472 | 34,388 | 8,862 | 60,877 |
Cash, cash equivalents, and restricted cash at the beginning of year | 123,108 | 114,246 | 114,246 | 53,369 |
Cash, cash equivalents, and restricted cash at end of year | 129,580 | 148,634 | 123,108 | 114,246 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 213 | 12 | 100 | 3 |
Cash paid for interest | 3,368 | 3,668 | 5,428 | 3,509 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||||
Cash and cash equivalents | 129,365 | 121,467 | 110,916 | |
Restricted cash | 215 | 1,641 | 3,330 | |
Total cash, cash equivalents, and restricted cash | $ 129,580 | $ 148,634 | $ 123,108 | $ 114,246 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization And Business Operations [Line Items] | |
Organization and Business Operations | Description of Business Company and Background Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively Sonder) provides short and long-term accommodations to travelers in various cities across North America, Europe and the Middle East. The Sonder units in each multi-family building and each hotel property are selected, designed and managed directly by Sonder. |
Gores Metropoulos II, Inc. | |
Organization And Business Operations [Line Items] | |
Organization and Business Operations | Description of Organization and Business Operations Organization and General: Gores Metropoulos II, Inc. (the “ Company ”) was incorporated in Delaware on July 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Business Combination ”). At December 31, 2020, the Company had not commenced any operations or generated significant revenue to date. All activity for the period from July 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (the “ Proposed Offering ”) described below. The Company has selected December 31st as its fiscal year end. Sponsor: The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “ Sponsor ”). The Trust Account: Substantially all the proceeds from the Proposed Offering and the sale of the Private Placement Warrants (as defined in Note 4) will be placed in a U.S. based trust account (the “ Trust Account ”). The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of up to $900,000 per year of interest to fund the Company’s compliance requirements and other costs related thereto, plus additional amounts released to us to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s class A common stock, par value $0.0001 per share (the “ Class A common stock ”) included in the Units (as defined in Note 3) being sold in the Proposed Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A common stock if it does not complete a Business Combination within 24 months from the closing of the Proposed Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering (subject to the requirements of law). Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A common stock and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification (“ ASC ”) 480, “ Distinguishing Liabilities from Equity .” The Company will have 24 months from the closing date of the Proposed Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors will enter into letter agreements with the Company, pursuant to which they will waive their rights to participate in any redemption with respect to their founder shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering. Organization and General Gores Metropoulos II, Inc. (the “Company”) was incorporated in Delaware on July 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not engaged in any operations, other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st as its fiscal year-end. The Company completed the Public Offering on January 22, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Business Combination On April 29, 2021, Gores Metropoulos II, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Sunshine Merger Sub I, Inc. (“First Merger Sub”), Sunshine Merger Sub II, LLC (“Second Merger Sub”), and Sonder Holdings Inc. (“Sonder”), which provides for, among other things: (a) the merger of First Merger Sub with and into Sonder, with Sonder continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Sonder with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the Board of Directors of the Company on April 29, 2021 and the Board of Directors of Sonder (the “Sonder Board”) on April 29, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the Effective Time, (a) each share of Sonder’s Common Stock, par value $0.000001 per share (the “Sonder Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement) and (b) each share of Sonder’s Special Voting Series AA Common Stock, par value $0.000001 per share (“Sonder Special Voting Common Stock”), will be converted into the right to receive a number of newly-issued shares of the Company’s Special Voting Common Stock, par value $0.000001 per share (the “Company Special Voting Common Stock”), equal to the Per Share Company Special Voting Stock Consideration (as defined in the Merger Agreement). Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders of Sonder will be an aggregate number of shares of Company Common Stock (deemed to have a value of $10.00 per share) equal to $2,176,603,000, divided by $10.00. Furthermore, the Company will reserve for issuance to each holder of Series AA Common Exchangeable Preferred Shares of Sonder Canada Inc., an affiliate of Sonder (“Sonder Canada” and, such shares, the “Sonder Canada Exchangeable Common Shares”), upon the exchange thereof following the closing of the Business Combination, an aggregate number of shares of Company Common Stock equal to the number of shares of Company Special Voting Common Stock issuable pursuant to the Merger Agreement. In addition to the consideration to be paid at the closing of the Business Combination, holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder as of immediately prior to the Effective Time will be entitled to receive their pro rata share of an additional number of earn-out shares from the Company, issuable in Company Common Stock and subject to the terms provided in the Merger Agreement, up to an aggregate of 14,500,000 shares collectively issuable to all such holders of Sonder Common Stock, Sonder Canada Exchangeable Common Shares and warrants of Sonder. On October 27, 2021, the parties entered into an amendment to the Merger Agreement (“ Amendment No. 1 ”). Amendment No. 1 modifies the Merger Agreement by, among other things: (a) reducing the amount of the Aggregate Company Stock Consideration (as defined in the Merger Agreement) to a number of shares of the Company’s common stock, par value $0.0001 per share (the “ Company Common Stock ”), equal to the result of (i) $1,901,603,000 divided by (ii) $10.00, (b) including a representation of the Company, First Merger Sub and Second Merger Sub that 1,277,285 shares of the Company’s Class F common stock, par value $0.0001 per share (the “ Class F Common Stock ”), will be cancelled for no consideration immediately prior to the effective time of the First Merger (as further described below under the heading “ Share Surrender Agreement ”); (c) including a representation of the Company, First Merger Sub and Second Merger Sub that the Company has delivered to Sonder executed subscription agreements pursuant to which certain subscribers have agreed to purchase 32,216,785 shares of Company Common Stock for an aggregate purchase price equal to approximately $309,394,998 (as further described below under the heading “ Subscription Agreements ”); (d) providing that the Company, Sonder or one or more of their affiliates may enter into a delayed draw note purchase agreement or other similar loan, credit or note purchase agreement pursuant to which notes, warrants or other equity will be issued by the Company, Sonder and/or one or more of their affiliates at or after the effective time of the First Merger; (e) extending from October 28, 2021 to January 31, 2022 the date after which the Company and Sonder would have a right to terminate the Merger Agreement if the transactions contemplated by the Merger Agreement, including the Mergers (the “ Business Combination ”), have not been consummated (provided that the delay in closing the Business Combination by such date is not due to the breach of the Merger Agreement by the party seeking to terminate); and (f) revising the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws which will be put in place in connection with the Business Combination. The foregoing summary of Amendment No. 1 is qualified in its entirety by the text of Amendment No. 1 (including the form of the Company’s Amended and Restated Certificate of Incorporation and the form of the Company’s Amended and Restated Bylaws). Treatment of Sonder’s Equity Awards Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Sonder’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Common Stock (pursuant to a ratio based on the Per Share Company Common Stock Consideration), at an adjusted exercise price per share. Each such converted option will be subject to the same terms and conditions as were applicable immediately prior to such conversion, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. The covenants of the respective parties to the Merger Agreement will also not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Sonder to use commercially reasonable efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Sonder to cooperate in the preparation of the Registration Statement, Proxy Statement and Consent Solicitation Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining after the completion of the redemption offer in relation to Company Common Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by certain majorities of holders of various classes of Sonder’s capital stock comprising the Company Requisite Approval (as defined in the Merger Agreement, and referred to hereinafter as the “Sonder Requisite Approval”), (f) the delivery of the Canadian Approvals (as defined in the Merger Agreement) to the Company, (g) the effectiveness of the Registration Statement (as defined below) under the Securities Act, and (h) the receipt of the approval for listing by Nasdaq of the Company Common Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing. Private Placement Subscription Agreements On April 29, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors and Gores Metropoulos Sponsor II, LLC (the “Sponsor”), pursuant to which the investors have agreed to purchase an aggregate of 20,000,000 shares of Company Common Stock in a private placement for $10.00 per share (the “Private Placement”). Each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (d) if the closing of the Business Combination shall not have occurred by October 28, 2021. As of the date hereof, the shares of Company Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company will, within 30 days after the closing of the Business Combination, file with the Securities and Exchange Commission (“SEC”) a registration statement (the “Post-Closing Registration Statement”) registering the resale of such shares of Common Stock and will use its commercially reasonable efforts to have such Post-Closing Registration Statement declared effective as soon as practicable after the filing thereof. On October 27, 2021, the parties entered into an amendment to the Existing Subscription Agreements (the “Existing Subscription Amendment”), pursuant to which, among other things, the date such Existing Subscription Agreements terminate if the Business Combination has not been consummated was extended from October 28, 2021 to January 31, 2022. On October 27, 2021, the Company entered into subscription agreements (the “New Subscription Agreements”) with certain investors, including the Sponsor (the “New Subscribers”), pursuant to which the New Subscribers have agreed to purchase an aggregate of 11,507,074 shares of Company Common Stock in a private placement for $8.89 per share (the “New PIPE”). Each New Subscription Agreement is to terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such New Subscription Agreement; (c) any of the conditions to closing set forth in such New Subscription Agreement not being satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such New Subscription Agreement not being consummated at the closing; and (d) January 31, 2022, if the closing of the Business Combination shall not have occurred by such date. Share Surrender Agreement On October 27, 2021, the Company entered into a share surrender agreement (the “ Share Surrender Agreement ”), by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to surrender 1,277,285 shares of Class F Common Stock immediately prior to the effective time of the First Merger, contingent on the satisfaction of the conditions to closing set forth in the Merger Agreement. The Share Surrender Agreement was filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on October 28, 2021 (File No. 001-39907), and the text thereof is hereby incorporated by reference. The foregoing description of the Share Surrender Agreement is qualified in its entirety by the text of the Share Surrender Agreement. Additional Sponsor Commitment Subscription Agreement On October 27, 2021, the Company entered into a subscription agreement (the “ Additional Sponsor Commitment Subscription Agreement ”) with the Sponsor, substantially similar to the Sponsor’s Existing Subscription Agreement (as amended), whereby the Sponsor separately agreed to purchase an additional 709,711 shares of Company Common Stock in a private placement for $10.00 per share. The Additional Sponsor Commitment Subscription Agreement will automatically terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Additional Sponsor Commitment Subscription Agreement; (c) any of the conditions to closing set forth in such Additional Sponsor Commitment Subscription Agreement not being satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Additional Sponsor Commitment Subscription Agreement not being consummated at the closing; and (d) January 31, 2022, if the closing of the Business Combination shall not have occurred by such date. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $450,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $450,000,000 Public Offering and its sale of $11,000,000 of Private Placement Warrants. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund our working capital requirements plus additional amounts released to us to fund our regulatory compliance requirements and other costs related thereto, subject to an annual limit of $900,000, for a maximum of 24 months (each, a “Regulatory Withdrawal”) plus additional amounts to pay our franchise and income tax obligations, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), included in the Units (as defined in Note 3) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation to (a) modify the substance or timing of the Company’s obligation to redeem 100% of such shares of Class A Common Stock if it does not complete a Business Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the Business Combination, including interest but less taxes payable and any Regulatory Withdrawals. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. Currently, the Company will not redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity ” (“ASC 480”). The Company has 24 months from the closing date of the Public Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A Common Stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and any Regulatory Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders and the Company’s officers and directors have entered into a letter agreement with the Company pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers or directors acquire public shares of Class A Common Stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. Emerging Growth Company |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Company and Background Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively Sonder) provides short and long-term accommodations to travelers in various cities across North America, Europe and the Middle East. The Sonder units in each multi-family building and each hotel property are selected, designed and managed directly by Sonder. On December 20, 2019, Sonder completed the execution of a corporate inversion. Sonder Holdings Inc., which was a newly created entity incorporated under the laws of Delaware, became the successor of Sonder Canada Inc. As a part of the corporate inversion, Sonder also centralized its non-North American operations under Sonder International Holdings Ltd, a newly-created entity incorporated under the laws of the United Kingdom and a wholly-owned subsidiary of Sonder Holdings Inc. Basis of 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 include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of Sonder, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly its financial position as of September 30, 2021, its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 and 2020. Sonder’s results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of September 30, 2021 and December 31, 2020, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements. Use of Estimates The preparation of condensed 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 income and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, 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. Deferred Transaction Costs Deferred transaction costs consist of expenses incurred in connection with Sonder’s plan to become publicly traded, including legal, accounting, printing, and other related costs. After Sonder becomes publicly traded, these deferred costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the transaction. As of September 30, 2021, Sonder recorded $5.5 million of deferred transaction costs in other current assets on the condensed consolidated balance sheet. If Sonder terminates its plan to become publicly traded or if there is a significant delay, all of the deferred transaction costs will be immediately written off to expenses in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2021, Sonder had not incurred such write-offs. COVID-19 Pandemic The ongoing impact of the COVID-19 pandemic on the global economy as well as whether and to what extent additional variants or resurgences of the virus occur and the extent to which COVID-19 will continue to adversely impact Sonder remains uncertain. Sonder’s financial results for all of 2020 were materially adversely affected by the COVID-19 pandemic, and may continue to materially adversely impact business operations, results of operations and liquidity in the near term. The extent of the recovery is uncertain and will be largely dependent on the effectiveness of COVID-19 prevention (vaccination and continued social distancing) and treatment in the cities and countries in which Sonder operates, all of which are outside of Sonder’s control. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s condensed consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s condensed consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early application is not permitted. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted for all other entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Sonder is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Gores Metropoulos II, Inc. | |
Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation: The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”). Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Loss Per Common Share: The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to be issued in connection with the conversion of shares of the Company’s Class F common stock, par value $0.0001 per share (the “ Class F common stock ”) or to settle warrants, as calculated using the treasury stock method. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the balance sheet. Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs: The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—” Expenses of Offering .” Deferred offering costs of approximately $285,941 consist principally of professional fees incurred. These costs, together with the underwriting discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not completed. Organizational Expenses: Organizational expenses include certain professional fees. These costs are expensed as incurred. For the period from July 21, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $4,000 related to the formation of the entity. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2020, the Company has a deferred tax asset of $10,231 related to net operating loss carry forwards and startup costs. The Company’s net operating losses will expire beginning 2040. Management has provided a full valuation allowance of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents: The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021 and the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 14,500,000 shares of Common Stock at $11.50 per share were issued on January 22, 2021. At September30, 2021, no warrants have been exercised. The 14,500,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/ (loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three For the period from For the Nine For the period from Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930) $ (1,176,733) $ — $ (21,745) $ (36,043,721) $ (9,813,491) $ — $ (21,745) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 — 11,500,000 41,538,462 11,309,524 — 11,500,000 Basic and diluted net loss per share $ (0.10) $ (0.10) $ — $ 0.00 $ (0.87) $ (0.87) $ — $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs–SEC Materials ” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering. ” Offering costs were $25,363,020 (including $24,750,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $918,141 are reflected as an expense in the statements of operations. Redeemable Common Stock As discussed in Note 3, all of the 45,000,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $450,029,593 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by January 22, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Gores Metropoulos II, Inc. | |
Public Offering [Line Items] | |
Public Offering | Public Offering Public Units On January 22, 2021, the Company sold 45,000,000 units at a price of $10.00 per unit (the “Units”), including 5,000,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $450,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-fifth of one redeemable common stock purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24 - month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company has granted the underwriters a 45 -day option to purchase additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The Company paid an upfront underwriting discount of 2.00% ($9,000,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50% ($15,750,000) of the gross offering proceeds payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 “ Derivatives and Hedging – Contracts in Entity’s Own Equity .” The fair value of the public warrants at January 22, 2021 was a liability of $16,290,000. At September 30, 2021, the fair value has decreased to $15,300,000. The change in fair value of $990,000 is reflected as a gain in the statements of operations. All of the 45,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “ Debt – Debt with Conversion and Other Options .” Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of September 30, 2021 Gross proceeds $ 450,000,000 Less: Proceeds allocated to public warrants $ (16,290,000) Class A shares issuance costs $ (24,444,879) Plus: Accretion of carrying value to redemption value $ (40,734,879) Contingently redeemable Class A Common Stock $ 450,000,000 |
Proposed Offering
Proposed Offering | 9 Months Ended |
Sep. 30, 2021 | |
Gores Metropoulos II, Inc. | |
Proposed Offering | Proposed Offering Pursuant to the Proposed Offering, the Company intends to offer for sale units (the “ Units ”), each consisting of one share of Class A common stock and one-fifth of one redeemable common stock purchase warrant (the “ Warrants ”). Each whole Warrant entitles the holder to purchase one share of Class A common stock. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Proposed Offering provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of a proposed warrant agreement, the Company will agree to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of Class A common stock issuable upon exercise of the Warrants. The Company expects to grant the underwriters a 45-day option to purchase additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The Company expects to pay an underwriting discount of 2.00% of the per Unit offering price to the underwriters at the closing of the Proposed Offering, with an additional fee (the “ Deferred Discount |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |
Related party transactions | Related party transactions Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million, all of which Mr. Davidson exercised in December 2019 with a full recourse promissory note payable to Sonder. As of September 30, 2021 and December 31, 2020, the aggregate borrowings outstanding under the note, including interest, were $25.6 million and $25.2 million, respectively. The aggregate outstanding principal amount and interest under the loan shall be repaid in full prior to the consummation of the Business Combination. See Note 12. Stockholders’ Deficit for details. 2021 Convertible Promissory Notes In March 2021, Sonder issued the Sonder Convertible Notes in an aggregate principal amount of $165 million to certain investors in exchange for Sonder’s agreement to issue the investors shares of its capital stock upon the occurrence of certain events described in the Note Purchase Agreement dated March 12, 2021. Sonder’s investors and their affiliates hold $43.3 million of the Sonder Convertible Notes. The Sonder Convertible Notes will automatically convert into shares of Sonder Common Stock immediately prior to the consummation of the Business Combination. See Note 5. Debt for details of the transaction. Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million with a full recourse promissory note payable to Sonder. Refer to Note 14. Stockholders’ Deficit for details |
Gores Metropoulos II, Inc. | |
Related Party Transaction [Line Items] | |
Related party transactions | Related Party Transactions Founder Shares: On July 23, 2020, the Sponsor purchased 11,500,000 shares of Class F common stock (the “ Founder Shares ”) for $25,000, or approximately $0.002 per share. The Founder Shares are identical to the Class A common stock included in the Units to be sold in the Proposed Offering except that the Founder Shares are convertible under the circumstances described below. The Sponsor has agreed to forfeit up to 1,500,000 Founder Shares depending on the extent to which the over-allotment option is exercised. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants: The Sponsor expects to purchase from the Company warrants in a private placement (the “ Private Placement ”) that will close simultaneously with the closing of the Proposed Offering (the “ Private Placement Warrants ”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Proposed Offering, except that the Private Placement Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees, except as described in the warrant agreement. Registration Rights: The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan: The Sponsor has agreed to loan the Company an aggregate of up to $300,000 by the issuance of an unsecured promissory note (the “ Note ”) issued by the Company in favor of the Sponsor to cover organizational expenses and expenses related to the Proposed Offering. As of December 31, 2020, the Company had borrowed $300,000 under the Note. The Note is non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Proposed Offering. Due to the short-term nature of the Note, the fair value approximates the carrying amount. Administrative Services Agreement: The Company expects to enter into an administrative services agreement pursuant to which it will agree to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services will commence on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. Founder Shares On July 23, 2020, the Sponsor purchased 11,500,000 Founder Shares for $25,000, or approximately $0.002 per share. On January 12, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent director nominees at their original purchase price. On March 7, 2021, the Sponsor forfeited 250,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one- for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation ” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of September 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 5,500,000 whole warrants at a price of $2.00 per warrant (a purchase price of approximately $11,000,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants are not redeemable so long as they are held by our Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of July 31, 2021 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On February 17, 2021, the Sponsor made available to the Company a loan of up to $1,500,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Proposed Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 28, 2022 or (ii) the date on which the Company consummates the Proposed Business Combination. As of September 30, 2021, the amount advanced by Sponsor to the Company was $1,500,000. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on January 19, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Loss Contingencies [Line Items] | |
Contingencies | Commitments and Contingencies Surety Bonds A portion of Sonder’s leases are supported by surety bonds provided by affiliates of certain insurance companies. As of September 30, 2021, Sonder had commitments from six surety providers in the amount of $56.4 million, of which $32.0 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On September 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $1.1 million and $0.6 million in the condensed consolidated balance sheet as of September 30, 2021 and the condensed consolidated balance sheet December 31, 2020, respectively. Sonder’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Surety Bonds A portion of Sonder’s leases are supported by surety bonds. As of December 31, 2020, Sonder had assembled commitments from five surety providers in the amount of $46.2 million, of which $23.9 million was outstanding and was an off-balance sheet arrangement. 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $0.6 million in the consolidated balance sheet as of December 31, 2020 and did not record an estimated accrual in the consolidated balance sheet as of December 31, 2019, respectively. Sonder’s views and estimates related to these matters may change in the future as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, Sonder believes the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. |
Gores Metropoulos II, Inc. | |
Loss Contingencies [Line Items] | |
Contingencies | Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Gores Metropoulos II, Inc. | |
Deferred Underwriting Compensation [Line Items] | |
Deferred Underwriting Compensation | Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $15,750,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Expense (Benefit) [Line Items] | |
Income taxes | Income TaxesProvision for income taxes for the three and nine months ended September 30, 2021 were $133 thousand and $226 thousand, respectively, and the effective tax rate for these periods was 0%. Provision for income taxes for the three and nine months ended September 30, 2020 was $11 thousand and $14 thousand, respectively, and the effective tax rate for these periods was 0%. The difference between Sonder’s effective tax rate and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to Sonder’s net deferred tax assets.Income taxes Sonder recorded an income tax provision of approximately $0.3 million for the year ended December 31, 2020 and had no tax provision recorded for the year ended December 31, 2019. The income tax provision for the year ended December 31, 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): December 31, State $ 104 Foreign 219 Total provision for income taxes $ 323 Loss before provision for income taxes consisted of the following (in thousands) Years Ended December 31, 2020 2019 United States ($148,332) ($84,426) Foreign (101,661) (93,823) Total loss before provision for income taxes ($249,993) ($178,249) A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows (in thousands): Years Ended December 31, 2020 2019 Income tax at U.S. statutory rate of 21% $ (52,499) $ (36,582) Foreign tax rate differential (889) (843) State income taxes (net of federal benefit) (8,553) (4,706) Tax credits (1,214) — Stock-based compensation 66 694 Non-deductible expenses 221 818 Other, net (1) 5,545 Change in valuation allowance 63,192 35,074 Total provision for income taxes $ 323 $ — The components of Sonder’s net deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating losses $ 85,972 $ 29,916 Credit carryforwards 2,239 28 Accrued expenses and reserves 847 498 Deferred revenue 2,520 1,429 Deferred rent 4,747 5,007 Fixed and intangible assets 18,564 18,282 Other 7,131 3,667 Gross deferred tax assets 122,020 58,827 Valuation allowance (122,020) (58,827) Total deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the federal, state, and foreign gross deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $63.2 million and $35.1 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, Sonder had tax net operating loss carryforwards for federal, state and foreign purposes of approximately $262.7 million, $239.9 million, and $87.0 million, respectively, and as of December 31, 2019, it had tax net operating loss carryforwards for federal, states and foreign purposes of approximately $97.2 million, $102.5 million, and $26.4 million, respectively. Of the federal net operating loss carryforwards, $11.0 million will begin to expire in 2035, and $251.7 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027. Utilization of the net operating loss carryforwards and credits will be subject to an annual limitation due to the ownership change limitations provided by the U.S. Tax Code and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Sonder’s ability to utilize its federal and state net operating loss and tax credit carryforwards may be subject to limitations if it incurs a Section 382 ownership change. A Section 382 ownership change generally occurs when there is a greater than 50% shift in ownership amongst 5% or greater shareholders (or shareholder groups) over a three year period. Although Sonder is not currently utilizing its federal or state tax carryforwards, it believes existing ownership changes and potential future ownership changes may impact its annual utilization of a portion of these attributes. Sonder has undertaken a Section 382 study and has identified that $27.3 million of net operating losses generated in 2018 are subject to limitation. Uncertain Tax Positions Sonder has adopted authoritative guidance, which prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in its income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 Beginning unrecognized tax benefits $ — Addition to tax positions related to prior years 383 Addition to tax positions related to current year 300 Ending unrecognized tax benefits $ 683 Sonder had no uncertain tax positions for the year ended December 31, 2019. Sonder files income tax returns in U.S. federal, various states and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state and foreign authorities, where applicable. There are currently no pending income tax examinations. |
Gores Metropoulos II, Inc. | |
Income Tax Expense (Benefit) [Line Items] | |
Income taxes | Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute |
Cash, Cash Equivalents and Othe
Cash, Cash Equivalents and Other Investments Held in Trust Account | 9 Months Ended |
Sep. 30, 2021 | |
Gores Metropoulos II, Inc. | |
Schedule Of Investments [Line Items] | |
Cash, Cash Equivalents and Other Investments Held in Trust Account | Cash, Cash Equivalents and Other Investments Held in Trust Account As of September 30, 2021, investment securities in the Company’s Trust Account consist of $450,029,593 in money market funds. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value measurement and financial instruments | Fair value measurement and financial instruments Sonder follows the ASC 820 fair value hierarchy established under the standards of the U.S. GAAP to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Liabilities Measured at Fair Value on a Recurring Basis Sonder did not have any Level 1 or Level 2 fair value measurements as of September 30, 2021 and December 31, 2020. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 September 30, 2021 December 31, 2020 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 2,535 $ 1,140 Share-settled redemption feature 37,328 — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The Share-settled redemption feature is included in Convertible notes in the condensed consolidated balance sheet. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 There were no transfers of financial instruments between valuation levels during the three and nine months ended September 30, 2021 and the year ended December 31, 2020. As of September 30, 2021 and December 31, 2020, Sonder did not have observable inputs for the valuation of its preferred stock warrant liabilities or share-settled redemption feature related to the Convertible Notes. The fair value of the preferred stock warrant liabilities is based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, changes in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. The determination of the fair value of the share-settled redemption feature is discussed in Note 5. Debt . The share-settled redemption feature was classified as Level 3 within the fair value hierarchy because the fair value was based on unobservable inputs in an inactive market. Sonder estimates that the fair value of its restricted cash, accounts receivable, prepaid rent, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, current portion of long-term debt, convertible notes and other current liabilities approximates carrying value due to the relatively short maturity of the instruments. The carrying value of Sonder’s long-term debt approximates fair value because it bears interest at 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 (expense), net, on the condensed consolidated statements of operations and comprehensive loss. Sonder has established a fair value hierarchy used to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Sonder did not ha ve any assets or liabilities classified under Level 1 or Level 2 fair value measurements as of December 31, 2020 and 2019. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 December 31, 2020 2019 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 1,140 $ 822 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 There were no transfers of financial instruments between valuation levels during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, Sonder did not have o bservable inputs for the valuation of its preferred stock warrant liabilities. The fair value of the preferred stock warrant liabilities are based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, increases (decreases) in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other income (expense), net, on the consolidated statements of operations and comprehensive loss. |
Gores Metropoulos II, Inc. | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value measurement and financial instruments | Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021, was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in 2020 and 2021. At September 30, 2021, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five years term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At September 30, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $1.70 at September 30, 2021. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of January 20, 2021 September 30, 2021* Implied volatility/Volatility 20 % — Risk-free interest rate 0.53 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.1 ______________ * Volatility and risk-free rate were not utilized in computation. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of September 30, 2021, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of September 30, 2021 , the aggregate values of the Private Placement Warrants and Public Warrants were $9.4 million and $15.3 million, respectively, based on the closing price of GMIIW on that date of $1.70. As of January 20, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $10.0 million and $16.3 million, respectively, based on the closing price of GMIIU on that date of $11.16. The following table presents the changes in the fair value of warrant liabilities: Private Public Total warrant Fair value at January 20, 2021 $ 9,955,000 $ 16,290,000 $ 26,245,000 Change in fair value (605,000) (990,000) (1,595,000) Fair value at September 30, 2021 $ 9,350,000 $ 15,300,000 $ 24,650,000 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description September 30, 2021 Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 450,029,593 $ 450,029,593 $ — $ — Derivative warrant liabilities: Public warrants (15,300,000) (15,300,000) — — Private placement warrants (9,350,000) — (9,350,000) — |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Class of Stock [Line Items] | |
Stockholder's Equity | Preferred Stock Warrants Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of these warrants are convertible into common stock at the ratios described in Note 10. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the condensed consolidated balance sheets and amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The change in fair value of the Series A warrant liability was not material for the three months ended September 30, 2021 and 2020. The fair value of the Series A warrant liability increased $0.3 million in the nine months ended September 30, 2021. The change in the fair value of the Series A warrant liability was not material for the nine months ended September 30, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The change in the fair value of the Series B warrant liability was not material for the three months ended September 30, 2021 and September 30, 2020. The fair value of the Series B warrant liability increased $0.2 million in the nine months ended September 30, 2021. The change in the fair value of the Series B warrant liability was not material for the nine months ended September 30, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 5. Debt Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.1 million in the three months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the three months ended September 30, 2020. The fair value of the Series C warrant liability increased $0.8 million in the nine months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the nine months ended September 30, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 5. Debt, Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The fair value of the Series D warrant liability was not material in the three months ended September 30, 2021 and 2020. The fair value of the Series D warrant liability increased $0.1 million and $0.1 million in the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, Sonder is authorized to issue 143,234,881 shares of its common stock, with a par value per share of $0.000001. Sonder is also authorized to issue 173,803,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of the warrants are convertible into common stock at the ratios described in Note 12. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the consolidated balance sheets and are amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The fair value of the Series A warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series A warrant liability was not material for the year ended December 31, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series B warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series B warrant liability was not material for the year ended December 31, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 7. Debt, Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.4 million for the year ended December 31, 2019. The change in fair value of the Series C warrant liability was not material for the year ended December 31, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 7. Debt , Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The change in fair value of the Series D warrant liability was not material during the year ended December 31, 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. Sonder is also authorized to issue 159,303,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. As of December 31, 2020 and 2019, Sonder has reserved the following shares of common stock for future issuance: December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. Equity Incentive Plans 2013 Stock Option and Grant Plan In February 2015, Sonder adopted the 2013 Stock Option and Grant Plan (the “ 2013 Plan” ) pursuant to which the Board of Directors may grant incentive stock options (“ISOs”) to purchase shares of Sonder’s common stock, nonstatutory stock options (“NSOs”) to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, and restricted stock units (RSUs). As of December 31, 2020, the 2013 Plan was amended and no shares of common stock have been reserved for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. 2019 Equity Incentive Plan In December 2019, Sonder adopted the 2019 Equity Incentive Plan (the “ 2019 Plan” ) pursuant to which the Board of Directors may grant ISOs to purchase shares of Sonder’s common stock, NSOs to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, RSUs, stock appreciation rights, performance stock units, and performance stock awards. As of December 31, 2020, the 2019 Plan reserved 845,650 shares of common stock for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. |
Gores Metropoulos II, Inc. | |
Class of Stock [Line Items] | |
Stockholder's Equity | Stockholder’s Equity Common Stock: The Company is authorized to issue 440,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock and 40,000,000 shares of Class F common stock. Upon completion of the Proposed Offering, the Company may (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled to one vote for each share of common stock. At December 31, 2020, there were no shares of Class A common stock and 11,500,000 shares of Class F common stock issued and outstanding. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2020 there were no shares of preferred stock issued and outstanding. Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021 and December 31, 2020, there were 45,000,000 and 0- shares of Class A Common Stock and 11,250,000 and 11,500,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock |
Risk and Uncertainties
Risk and Uncertainties | 9 Months Ended |
Sep. 30, 2021 | |
Gores Metropoulos II, Inc. | |
Risks and Uncertainties [Line Items] | |
Risk and Uncertainties | Risk and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Event [Line Items] | |
Subsequent events | Subsequent events In preparing these condensed consolidated financial statements, Sonder has evaluated events and transactions for potential recognition or disclosure through December 13, 2021, the date that the condensed consolidated financial statements were issued and Sonder did not note any transactions or events subsequent to September 30, 2021 through December 13, 2021, that require adjustments to, or disclosure in, the accompanying condensed consolidated financial statements, except for as noted below. Amendment to the Merger Agreement On October 27, 2021, Sonder and Gores Metropoulos II, Inc. (NASDAQ: GMII) (“ Parent ”) entered into an amendment (“ Amendment No. 1 ”) to the merger agreement by and among Sonder, Parent, Sunshine Merger Sub I, Inc. (“ First Merger Sub ”), and Sunshine Merger Sub II, LLC (“ Second Merger Sub ”) (the “ Merger Agreement ”). Amendment No. 1 modifies the Merger Agreement by, among other things: (a) reducing the amount of the Aggregate Company Stock Consideration (as defined in the Merger Agreement) to a number of shares of Parent common stock, par value $0.0001 per share (the “ Parent Common Stock ”), equal to the result of (i) $1,901,603,000, divided by (ii) $10.00; (b) including a representation of Parent, First Merger Sub and Second Merger Sub that 1,277,285 shares of the Parent’s Class F common stock, par value $0.0001 per share (the “ Class F Common Stock ”), will be cancelled for no consideration immediately prior to the effective time of the First Merger; (c) including a representation of Parent, First Merger Sub and Second Merger Sub that Parent has delivered to Sonder executed subscription agreements pursuant to which certain subscribers have agreed to purchase 32,216,785 shares of Parent Common Stock for an aggregate purchase price equal to approximately $309,394,998; (d) providing that Parent, Sonder or one or more of their affiliates may enter into a delayed draw note purchase agreement or other similar loan, credit or note purchase agreement pursuant to which notes, warrants or other equity will be issued by Parent, Sonder and/or one or more of their affiliates at or after the effective time of the First Merger; (e) extending from October 28, 2021 to January 31, 2022 the date after which Parent and Sonder would have a right to terminate the Merger Agreement if the transactions contemplated by the Merger Agreement, including the mergers (the “ Business Combination ”), have not been consummated (provided that the delay in closing the Business Combination by such date is not due to the breach of the Merger Agreement by the party seeking to terminate); and (f) revising Parent’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws which will be put in place in connection with the Business Combination. Delayed Draw Note Purchase Agreement On December 10, 2021, Sonder entered into a Note and Warrant Purchase Agreement with certain PIPE Investors (the “ Purchasers ”) for the sale of an aggregate of $165 million in principal amount of delayed draw subordinated secured notes (the “ Delayed Draw Notes ”) to be available to the post-Business Combination Company following the completion of the Business Combination. The agreement also provides that the Purchasers will be issued warrants to purchase 2,475,000 shares of the post-Business Combination Company’s Common Stock. Sonder has evaluated subsequent events through July 6, 2021, the date the consolidated financial statements were available for issuance and did not identify any transactions that require adjustment to, or disclosure in, the accompanying consolidated financial statements, except for as noted below. Gores Metropoulos II, Inc. Merger On April 29, 2021, Sonder entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Gores Metropoulos II, Inc. (NASDAQ: GMII) (“Parent”), a Delaware corporation, Sunshine Merger Sub II, LLC (Merger Sub II), a Delaware limited liability company and a wholly owned subsidiary of Parent, and Sunshine Merger Sub I, Inc. (Merger Sub I), a Delaware corporation and a wholly owned subsidiary of Merger Sub II. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Sonder (the “ First Merger ”), with Sonder surviving the First Merger as the surviving corporation (the “ Surviving Corporation ”), and immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “ Second Merger ”), with Merger Sub II continuing as the surviving entity. The transactions contemplated by the Merger Agreement, including the First Merger and Second Merger, are collectively referred to as the Business Combination. Consummation of the Business Combination is subject to the satisfaction or waiver of customary closing conditions, including (1) approval of the Merger Agreement by the Parent’s and Sonder’s stockholders, (2) the absence of any law or order restraining, enjoining or otherwise prohibiting the Business Combination, and (3) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust laws of certain non-United States jurisdictions. The Business Combination is expected to close in January 2022. Upon consummation of the Business Combination, Sonder’s common stock will be exchanged for newly issued common stock listed on Nasdaq under the symbol “SOND” and the listing of the Parent’s common stock will continue under the symbol “SOND”. Convertible notes In March 12, 2021, pursuant to a note purchase agreement, Sonder issued convertible promissory notes ( “Convertible Notes”) to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the sale of the Convertible Notes were approximately $162.4 million, after deducting issuance costs. The Convertible Notes are subordinated obligations of Sonder, and interest is payable annually at a rate of 1.00% per annum. The Convertible Notes will mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes are convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events. |
Gores Metropoulos II, Inc. | |
Subsequent Event [Line Items] | |
Subsequent events | Subsequent Events Management has performed an evaluation of subsequent events through January 13, 2021, the date of issuance of the financial statements, noting no items which require adjustment or disclosure. Subsequent Events On November 12, 2021, the Sponsor made available to the Company a loan of up to $1,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses. The note is unsecured, non-interest bearing and matures on the earlier of: (i) February 28, 2022 or (ii) the date on which the Company consummates a Business Combination. As of November 15, 2021, the Sponsor had not advanced any amount on this note. |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Company and Background Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively Sonder) provides short and long-term accommodations to travelers in various cities across North America, Europe and the Middle East. The Sonder units in each multi-family building and each hotel property are selected, designed and managed directly by Sonder. On December 20, 2019, Sonder completed the execution of a corporate inversion. Sonder Holdings Inc., which was a newly created entity incorporated under the laws of Delaware, became the successor of Sonder Canada Inc. As a part of the corporate inversion, Sonder also centralized its non-North American operations under Sonder International Holdings Ltd, a newly-created entity incorporated under the laws of the United Kingdom and a wholly-owned subsidiary of Sonder Holdings Inc. Basis of 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 include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of Sonder, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly its financial position as of September 30, 2021, its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 and 2020. Sonder’s results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of September 30, 2021 and December 31, 2020, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements. Use of Estimates The preparation of condensed 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 income and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, 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. Deferred Transaction Costs Deferred transaction costs consist of expenses incurred in connection with Sonder’s plan to become publicly traded, including legal, accounting, printing, and other related costs. After Sonder becomes publicly traded, these deferred costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the transaction. As of September 30, 2021, Sonder recorded $5.5 million of deferred transaction costs in other current assets on the condensed consolidated balance sheet. If Sonder terminates its plan to become publicly traded or if there is a significant delay, all of the deferred transaction costs will be immediately written off to expenses in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2021, Sonder had not incurred such write-offs. COVID-19 Pandemic The ongoing impact of the COVID-19 pandemic on the global economy as well as whether and to what extent additional variants or resurgences of the virus occur and the extent to which COVID-19 will continue to adversely impact Sonder remains uncertain. Sonder’s financial results for all of 2020 were materially adversely affected by the COVID-19 pandemic, and may continue to materially adversely impact business operations, results of operations and liquidity in the near term. The extent of the recovery is uncertain and will be largely dependent on the effectiveness of COVID-19 prevention (vaccination and continued social distancing) and treatment in the cities and countries in which Sonder operates, all of which are outside of Sonder’s control. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s condensed consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s condensed consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early application is not permitted. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted for all other entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Sonder is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Sonder’s revenue is generated from stays booked through Sonder.com or the Sonder app, which it refers to as direct revenue, or from stays booked through third party online travel agencies, which it refers to as indirect revenue. The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Direct revenue $ 33,912 $ 17,227 $ 77,968 $ 40,347 Indirect revenue 33,542 9,244 68,313 46,846 Total revenue $ 67,454 $ 26,471 $ 146,281 $ 87,193 Revenue Recognition Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Sonder’s revenue is generated from stays booked through Sonder.com or the Sonder app, which it refers to as direct revenue, or from stays booked through third party online travel agencies, which it refers to as indirect revenue. Sonder’s minimum future receivables were not material as of December 31, 2020 due to the cancellation rights held by guests prior to check-in. The following table sets forth Sonder’s total revenue for the periods shown disaggregated by channel (in thousands): Year Ended December 31, 2020 2019 Direct revenue $ 59,340 $ 46,779 Indirect revenue 56,338 96,131 Total revenue $ 115,678 $ 142,910 Revenue by geographic area is attributed based on the location where the guest stays and is as follows (in thousands): Year Ended December 31, 2020 2019 Revenue: Americas United States $ 85,891 $ 113,567 Other Americas 5,520 7,661 Total Americas 91,411 121,228 Europe, Middle East, and Africa (EMEA) Great Britain 8,607 16,139 United Arab Emirates 10,328 1,787 Other EMEA 5,332 3,756 Total EMEA 24,267 21,682 Total revenue $ 115,678 $ 142,910 No guest represented over 10% of revenues for the years ended December 31, 2020 and 2019. Sonder had one online travel agency that represented 31% of Sonder’s revenue for the year ended December 31, 2020, and three online travel agencies that represented 39%, 12% and 11% of Sonder’s revenue for the year ended December 31, 2019. No online travel agency represented over 10% of net accounts receivable balance for the year ended December 31, 2020 and Sonder had two online travel agencies each representing 34% of Sonder’s net accounts receivable balance for the year ended December 31, 2019. The following table summarizes Sonder’s beginning allowance for doubtful accounts balance for each period, additions, write-offs net of recoveries, and the balance at the end of each period shown (in thousands): Year Ended December 31, 2020 2019 Beginning balance $ 2,503 $ 1,292 Additions 2,577 1,211 Write-offs, net of recoveries 2,510 — Ending balance $ 2,570 $ 2,503 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common ShareSonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 143,234,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (64,584) $ (55,514) $ (217,074) $ (178,056) Denominator Weighted-average common shares used in computing basic and diluted net loss per share 8,310,373 6,354,980 7,811,727 6,133,791 Net loss per share, basic and diluted $ (7.77) $ (8.74) $ (27.79) $ (29.03) The following potential common shares outstanding were excluded from the computation of diluted net loss because including them would have been anti-dilutive (in thousands): As of September 30, 2021 2020 Options to purchase common stock 17,826 9,616 Common stock subject to repurchase or forfeiture 1,745 4,593 Redeemable convertible preferred stock (1) 75,758 73,160 Exchangeable shares 22,001 22,422 Total common stock equivalents 117,330 109,791 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Security and Loan Agreement and related amendment as of September 30, 2021 and 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per 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 the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss is computed by giving effect to all potential shares of common stock, including stock options, warrants, redeemable convertible preferred stock, and exchangeable shares prior to becoming a public company, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Years Ended December 31, 2020 2019 Numerator Net Loss $ (250,316) $ (178,249) Net loss $ (250,316) $ (178,249) Denominator Weighted-average common shares outstanding 6,261,247 9,878,239 Weighted-average common shares used in computing basic and diluted net loss per share 6,261,247 9,878,239 Net loss per share, basic and diluted $ (39.98) $ (18.04) 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: Years Ended December 31, 2020 2019 Options to purchase common stock 12,802,899 10,633,972 Common stock subject to repurchase or forfeiture 4,562,207 4,847,841 Redeemable convertible preferred stock (1) 75,664,679 56,753,734 Exchangeable shares 22,017,113 22,001,764 Total common stock equivalents 115,046,898 94,237,311 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Fair value measurement and fina
Fair value measurement and financial instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement and financial instruments | Fair value measurement and financial instruments Sonder follows the ASC 820 fair value hierarchy established under the standards of the U.S. GAAP to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Liabilities Measured at Fair Value on a Recurring Basis Sonder did not have any Level 1 or Level 2 fair value measurements as of September 30, 2021 and December 31, 2020. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 September 30, 2021 December 31, 2020 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 2,535 $ 1,140 Share-settled redemption feature 37,328 — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The Share-settled redemption feature is included in Convertible notes in the condensed consolidated balance sheet. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 There were no transfers of financial instruments between valuation levels during the three and nine months ended September 30, 2021 and the year ended December 31, 2020. As of September 30, 2021 and December 31, 2020, Sonder did not have observable inputs for the valuation of its preferred stock warrant liabilities or share-settled redemption feature related to the Convertible Notes. The fair value of the preferred stock warrant liabilities is based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, changes in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. The determination of the fair value of the share-settled redemption feature is discussed in Note 5. Debt . The share-settled redemption feature was classified as Level 3 within the fair value hierarchy because the fair value was based on unobservable inputs in an inactive market. Sonder estimates that the fair value of its restricted cash, accounts receivable, prepaid rent, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, current portion of long-term debt, convertible notes and other current liabilities approximates carrying value due to the relatively short maturity of the instruments. The carrying value of Sonder’s long-term debt approximates fair value because it bears interest at 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 (expense), net, on the condensed consolidated statements of operations and comprehensive loss. Sonder has established a fair value hierarchy used to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Sonder did not ha ve any assets or liabilities classified under Level 1 or Level 2 fair value measurements as of December 31, 2020 and 2019. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 December 31, 2020 2019 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 1,140 $ 822 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 There were no transfers of financial instruments between valuation levels during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, Sonder did not have o bservable inputs for the valuation of its preferred stock warrant liabilities. The fair value of the preferred stock warrant liabilities are based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, increases (decreases) in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other income (expense), net, on the consolidated statements of operations and comprehensive loss. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Notes On March 12, 2021, pursuant to a note purchase agreement, Sonder issued the Convertible Notes to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the sale of the Convertible Notes were approximately $162.4 million, after deducting issuance costs of $2.6 million. The Convertible Notes are subordinated obligations of Sonder, and interest is payable annually at a rate of 1.00% per annum. The Convertible Notes will mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes are convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events. Automatic Conversion The Convertible Notes will convert automatically upon the occurrence of the following events: • Qualified Financing Conversion: If Sonder receives aggregate gross proceeds of at least $50.0 million in the next round of preferred stock financing on or prior to the maturity date (Qualified Financing), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted at the closing of such financing into shares of the preferred stock issued in such financing. • Qualified IPO Conversion: If Sonder closes an initial public offering with gross proceeds not less than $50.0 million on or prior to the maturity date (Qualified IPO), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted into Sonder’s common shares. • Qualified Public Transaction Conversion – Qualified SPAC: If the closing of an acquisition transaction with a publicly listed special purpose acquisition company or its subsidiary with not less than $200 million in available cash in its escrow or trust account occurs on or prior to the maturity date (Qualified SPAC), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted into Sonder’s common stock. The conversion rate for each of the above scenarios is the following: • Qualified Financing Conversion: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis immediately prior to the closing of the next round preferred stock financing, and (ii) 87.5% of the lowest price per share paid by the investors purchasing the preferred stock issued in such financing in cash (Financing Conversion Price). • Qualified IPO Conversion: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the price to the public in the Qualified IPO. • Qualified Public Transaction Conversion – Qualified SPAC: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the amount obtained by dividing the enterprise value of Sonder by the number of outstanding shares of Sonder’s common stock on a fully diluted basis. Conversion at the Option of the Holder If, on or prior to the maturity date, Sonder’s next round of preferred stock financing is not a Qualified Financing, at the investors’ election, all or any portion of the outstanding principal and accrued and unpaid interest of the Convertible Notes may be converted into the preferred shares issued in such financing at the Financing Conversion Price. Conversion at the Option of Sonder At Sonder’s election, the outstanding principal and accrued and unpaid interest of the Convertible Notes may be converted on the maturity date into shares of Sonder’s then most senior series of preferred stock at a conversion price equal to $12.3819. Events of Default and Change in Control The Convertible Notes will become due in the occurrence of an event of default. In addition, upon the occurrence of a change in control, the holder will have the option to demand payment of the Convertible Notes or convert the outstanding principal amount of the Convertible Notes and accrued and unpaid interest into shares of Sonder’s most senior series of preferred stock at a price per share equal to the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the amount obtained by dividing the enterprise value by the number of outstanding shares of Sonder’s common stock on a fully diluted basis. Recognition As the Convertible Notes contain a share-settled redemption feature in the case of a Qualified Financing Conversion, Qualified IPO Conversion, Qualified SPAC Conversion, Non-Qualified Financing Conversion, or in the occurrence of a change in control, Sonder identified this feature as an embedded derivative that requires bifurcation from the host instrument (Share-settled Redemption Feature). The Convertible Notes were separated into debt and the Share-settled Redemption Feature components and assigned a fair value. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the Share-settled Redemption Feature. The difference between the cash proceeds and this estimated fair value represents the value which has been assigned to the Share-settled Redemption Feature and recorded as a debt discount. The debt discount is being amortized using the effective interest method over the period from the date of issuance through the maturity date. The initial debt component of the Convertible Notes was valued at $119.8 million, based on the contractual cash flows discounted at an appropriate market rate for non-convertible debt at the date of issuance, net of issuance costs. The fair value of the Share-settled Redemption Feature was initially valued at $45.2 million and was recorded as a debt discount in the balance sheets and is amortized over the term of the debt. As of September 30, 2021, the fair value of the Share-settled Redemption Feature was $37.3 million. The change in fair value of the Share-settled Redemption Feature is recognized as a component of other income (expense), net, on the statements of operations and comprehensive loss. The following table outlines the effective interest rate, contractually stated interest expense, and costs related to the amortization of the discount for the Convertible Notes (in millions except for effective interest rate): Three Months Ended Nine Months Ended Effective Interest Rate 35.83 % 35.83 % Contractually Stated Interest Expense $ 0.4 $ 0.9 Amortization of discount $ 11.7 $ 24.3 Term Loans 2018 Loan and Security Agreement In December 2018, Sonder entered into a loan and security agreement (the 2018 Loan and Security Agreement) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million, which was divided into three different parts, each subject to certain terms and conditions. Multiple promissory notes can be issued under each part and under various advance options up to the aggregate commitment amount. Outstanding balances may be repaid prior to maturity subject to an applicable prepayment premium. The 2018 Loan and Security Agreement provides for a lien on substantially all of the assets of Sonder and certain of its subsidiaries. The 2018 Loan and Security Agreement is subordinated in right of payment and with respect to lien priority to Sonder’s 2020 Credit Facility (described below). The 2018 Loan and Security Agreement contains customary affirmative and negative covenants, such as those governing financial statement reporting requirements and maintenance of insurance, incurring additional indebtedness, granting of liens, merging or consolidating with other companies or selling its assets, paying dividends, making redemptions and repurchases of stock, making investments, loans and acquisitions, changing the nature of its business or engaging in transactions with affiliates. In December 2018, Sonder executed a $25.0 million promissory note (the 2018 Promissory Note ) under part 1 of the 2018 Loan and Security Agreement. The interest rate on the 2018 Promissory Note is the prime rate (as defined in the 2018 Loan and Security Agreement) plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to a floor of 4.75%. The term loan under the 2018 Promissory Note includes an end of term payment for an amount equal to 5.25% of the principal amount. Final repayment is due on June 30, 2022. A facility fee of $0.3 million was due on the closing date of the 2018 Promissory Note. The $25.0 million was fully drawn as of December 31, 2019. In December 2019, Sonder amended the 2018 Loan and Security Agreement to increase the aggregate borrowing capacity to $65.0 million (with an additional $10.0 million of loan commitments available at the discretion of the lenders), which is divided into five parts each subject to certain terms and conditions. In March 2020, Sonder executed multiple promissory notes (the 2020 Promissory Notes ) under part 2 and part 3 of the 2018 Loan and Security Agreement for an aggregate amount of $25.0 million. The interest rate on the 2020 Promissory Notes is the prime rate plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to floor of 4.50%. The term loans under the 2020 Promissory Notes include an end of term payment for an amount equal to 4.75% of the principal amount. Final repayment is due on March 31, 2024. The $25.0 million was fully drawn under the term loan as of December 31, 2020. The 2018 Loan and Security Agreement includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults, change of control defaults and a material adverse change default. Upon the occurrence of an event of default under the 2018 Loan and Security Agreement, the lenders have the right to terminate their commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 5%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of September 30, 2021, the total long-term debt on the condensed consolidated balance sheet was $12.7 million, consisting of unpaid principal balances of $13.5 million in term loans, net of $0.7 million in deferred issuance costs. As of December 31, 2020, the total long-term debt on the condensed consolidated balance sheet was $25.0 million, consisting of $26.2 million of unpaid principal balance, net of the $1.2 million of deferred loan issuance costs. Unused commitments under the 2018 Loan and Security Agreement as of both September 30, 2021 and December 31, 2020 were $15.0 million. Interest expense for the Term Loans totaled $1.0 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and was recorded in other expense (income), net on the condensed consolidated statements of operations and comprehensive loss. Interest expense for the Term Loans totaled $3.7 million and $4.3 million for the nine months ended September 30, 2021 and 2020, respectively, and was recorded in other expense (income), net on the condensed consolidated statements of operations and comprehensive loss. Future minimum principal repayments on the Term Loans are $5.1 million, $14.9 million, $9.0 million, and $2.4 million for 2021, 2022, 2023 and 2024, respectively. Credit Facility 2020 Credit Facility In February 2020, Sonder entered into a revolving credit agreement (the 2020 Credit Facility ) that provides an aggregate revolving capacity of $50.0 million, which may be borrowed as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility may be Base Rate Loans or Eurodollar Rate Loans, plus a margin of 2.00% per annum. The 2020 Credit Facility includes (i) a letter of credit fee for each letter of credit equal to 1.50% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.25% times the actual daily amount by which the aggregate commitments provided by facility exceed the sum of the outstanding amount of loans and letters of credit. All outstanding loan balances are due on February 21, 2023, the maturity date for the credit facility. Outstanding balances may be repaid prior to maturity without penalty. The extensions of credit under the 2020 Credit Facility are guaranteed by certain of its subsidiaries and secured on a senior basis by a lien on substantially all of Sonder’s and certain of its subsidiaries’ assets. The 2020 Credit Facility contains customary affirmative covenants, such as financial statement reporting requirements and maintenance of insurance, as well as customary negative covenants, such as restrictions on Sonder’s ability to incur debt and liens, make investments, dispose of assets, pay dividends and repurchase stock, enter into transactions with affiliates and undergo fundamental changes such as dissolution or disposal of assets except so long as no default exists. The 2020 Credit Facility, as amended, provides for a minimum EBITDA covenant and a covenant to maintain liquidity at least equal to the amount outstanding under the 2020 Credit Facility; provided that if liquidity is less than the amount outstanding plus $25.0 million, Sonder must provide cash collateral equal to 105% of the amount outstanding. The 2020 Credit Facility also includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults and change of control defaults. Upon the occurrence of an event of default under the 2020 Credit Facility, the lender has the right to terminate its commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 2%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of September 30, 2021, Sonder was in compliance with all financial covenants and there were no borrowings outstanding on the 2020 Credit Facility, and outstanding letters of credit totaled $24.2 million. 2020 Québec Credit Facility In December 2020, a Canadian subsidiary of Sonder entered into an agreement (the 2020 Québec Credit Facility ) with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan of CAD $5.0 million referred to as a conditional-refund financial contribution (the CRFC ), which Sonder is not obligated to repay if it satisfies certain milestones relating to the Project (as defined below). The 2020 Québec Credit Facility provides an incentive for expanding Sonder’s operations in Canada (the “ Project” ), including establishing Sonder’s Canadian head office and increasing Sonder’s payroll there starting January 1, 2021. The disbursements of the loan and CRFC are based on a percentage of the increase in the accrued and paid gross payroll. The loan and the CRFC will bear interest at a fixed rate of 6% per year for a period of 10 years starting from the first date of the loan disbursement. The amount of principal and accrued and capitalized interest on the CRFC that Sonder must repay can be reduced up to $5.0 million if Sonder achieves certain milestones, including job creation and preservation and cumulative gross payroll milestones. In the event that Sonder does not complete the Project, the outstanding loan and CRFC and related interest become immediately due. An assessment fee of CAD $0.3 million was paid upon acceptance of the credit facility. The 2020 Québec Credit Facility is secured by a lien on substantially all of the subsidiary’s assets and is guaranteed by Sonder. The 2020 Québec Credit Facility contains customary affirmative covenants, such as maintenance requirement of the subsidiary’s operations in Québec, maintenance and creation of jobs in Québec, and financial statement reporting requirements, as well as customary negative covenants, such as declare dividends, voluntary dissolution or liquidation and relocating substantial portion of its assets outside of Québec without prior written approval. As of September 30, 2021, Sonder was in compliance with all financial covenants, and there were no borrowings or CRFC outstanding on the 2020 Québec Credit Facility. Restricted Cash Throughout 2021 and 2020, Sonder entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit cards programs. As of September 30, 2021 and December 31, 2020, Sonder had $0.2 million and $1.6 million, respectively, of cash collateral which was considered to be restricted cash. Credit Facilities 2016 Loan and Security Agreement In October 2016, Sonder entered into a $3.0 million loan and security agreement (the 2016 Loan and Security Agreement ). The interest rate on the 2016 Loan and Security Agreement was the prime rate published in the Wall Street Journal, plus 1% per annum, computed monthly on the applicable interest payment date. Final repayment was due on the earlier of the maturity date of September 1, 2021 or March 1, 2022, dependent on Sonder achieving certain milestones. Amounts borrowed were collateralized by Sonder’s assets. In January 2018, Sonder amended the 2016 Loan and Security Agreement to increase its credit limit to $7.0 million. The 2016 Loan and Security Agreement has been fully repaid and terminated for the year ended December 31, 2019. Interest expense for the 2016 Term Loan totaled $0.3 million for the year ended December 31, 2019. 2018 Loan and Security Agreement In December 2018, Sonder entered into a loan and security agreement (the 2018 Loan and Security Agreement) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million, which was divided into three different parts, each subject to certain terms and conditions. Multiple promissory notes can be issued under each part and under various advance options up to the aggregate commitment amount. Outstanding balances may be repaid prior to maturity subject to an applicable prepayment premium. The 2018 Loan and Security Agreement provides for a lien on substantially all of the assets of Sonder and certain of its subsidiaries. The 2018 Loan and Security Agreement is subordinated in right of payment and with respect to lien priority to Sonder’s 2020 Credit Facility (described below). The 2018 Loan and Security Agreement contains customary affirmative and negative covenants, such as those governing financial statement reporting requirements and maintenance of insurance, incurring additional indebtedness, granting of liens, merging or consolidating with other companies or selling its assets, paying dividends, making redemptions and repurchases of stock, making investments, loans and acquisitions, changing the nature of its business or engaging in transactions with affiliates. In December 2018, Sonder executed a $25.0 million promissory note (the 2018 Promissory Note ) under part 1 of the 2018 Loan and Security Agreement. The interest rate on the 2018 Promissory Note is the prime rate (as defined in the 2018 Loan and Security Agreement) plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to a floor of 4.75%. The term loan under the 2018 Promissory Note includes an end of term payment for an amount equal to 5.25% of the principal amount. Final repayment is due on June 30, 2022. A facility fee of $0.3 million was due on the closing date of the 2018 Promissory Note. The $25.0 million was fully drawn as of December 31, 2019. In December 2019, Sonder amended the 2018 Loan and Security Agreement to increase the aggregate borrowing capacity to $65.0 million (with an additional $10.0 million of loan commitments available at the discretion of the lenders), which is divided into five parts each subject to certain terms and conditions. In March 2020, Sonder executed multiple promissory notes (the 2020 Promissory Notes ) under part 2 and part 3 of the 2018 Loan and Security Agreement for an aggregate amount of $25.0 million. The interest rate on the 2020 Promissory Notes is the prime rate plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to floor of 4.50%. The term loans under the 2020 Promissory Notes include an end of term payment for an amount equal to 4.75% of the principal amount. Final repayment is due on March 31, 2024. The $25.0 million was fully drawn under the term loan as of December 31, 2020. The 2018 Loan and Security Agreement includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults, change of control defaults and a material adverse change default. Upon the occurrence of an event of default under the 2018 Loan and Security Agreement, the lenders have the right to terminate their commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 5%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. 2020 Credit Facility In February 2020, Sonder entered into a revolving credit agreement (the 2020 Credit Facility ) that provides an aggregate revolving capacity of $50.0 million, which may be borrowed as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility may be Base Rate Loans or Eurodollar Rate Loans, plus a margin of 2.00% per annum. The 2020 Credit Facility includes (i) a letter of credit fee for each letter of credit equal to 1.50% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.25% times the actual daily amount by which the aggregate commitments provided by facility exceed the sum of the outstanding amount of loans and letters of credit. All outstanding loan balances are due on February 21, 2023, the maturity date for the credit facility. Outstanding balances may be repaid prior to maturity without penalty. The extensions of credit under the 2020 Credit Facility are guaranteed by certain of its subsidiaries and secured on a senior basis by a lien on substantially all of Sonder’s and certain of its subsidiaries’ assets. The 2020 Credit Facility contains customary affirmative covenants, such as financial statement reporting requirements and maintenance of insurance, as well as customary negative covenants, such as restrictions on Sonder’s ability to incur debt and liens, make investments, dispose of assets, pay dividends and repurchase stock, enter into transactions with affiliates and undergo fundamental changes such as dissolution or disposal of assets except so long as no default exists. The 2020 Credit Facility, as amended, provides for a minimum EBITDA covenant and a covenant to maintain liquidity at least equal to the amount outstanding under the 2020 Credit Facility; provided that if liquidity is less than the amount outstanding plus $25.0 million, Sonder must provide cash collateral equal to 105% of the amount outstanding. The 2020 Credit Facility also includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults and change of control defaults. Upon the occurrence of an event of default under the 2020 Credit Facility, the lender has the right to terminate its commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 2%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of December 31, 2020, Sonder was in compliance with all financial covenants and there were no borrowings of loans outstanding on the 2020 Credit Facility, and outstanding letters of credit under the 2020 Credit Facility totaled $20.0 million. 2020 Québec Credit Facility In December 2020, a Canadian subsidiary of Sonder entered into an agreement (the 2020 Québec Credit Facility ) with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan of CAD $5.0 million referred to as a conditional-refund financial contribution (the CRFC ), which Sonder is not obligated to repay if it satisfies certain milestones relating to the Project (as defined below). The 2020 Québec Credit Facility provides an incentive for expanding Sonder’s operations in Canada (the “ Project” ), including establishing Sonder’s Canadian head office and increasing Sonder’s payroll there starting January 1, 2021. The disbursements of the loan and CRFC are based on a percentage of the increase in the accrued and paid gross payroll. The loan and the CRFC will bear interest at a fixed rate of 6% per year for a period of 10 years starting from the first date of the loan disbursement. The amount of principal and accrued and capitalized interest on the CRFC that Sonder must repay can be reduced up to $5.0 million if Sonder achieves certain milestones, including job creation and preservation and cumulative gross payroll milestones. In the event that Sonder does not complete the Project, the outstanding loan and CRFC and related interest become immediately due. An assessment fee of CAD $0.3 million was paid upon acceptance of the credit facility. The 2020 Québec Credit Facility is secured by a lien on substantially all of the subsidiary’s assets and is guaranteed by Sonder. The 2020 Québec Credit Facility contains customary affirmative covenants, such as maintenance requirement of the subsidiary’s operations in Québec, maintenance and creation of jobs in Québec, and financial statement reporting requirements, as well as customary negative covenants, such as declare dividends, voluntary dissolution or liquidation and relocating a substantial portion of its assets outside of Québec without prior written approval. As of December 31, 2020, the Canadian subsidiary of Sonder was in compliance with all covenants, and there were no borrowings or CRFC outstanding on the 2020 Québec Credit Facility. As of December 31, 2020, the total long-term debt on the consolidated balance sheet was $25.0 million, consisting of $26.2 million of unpaid principal balance, net of the $1.2 million of deferred loan issuance costs. As of December 31, 2019, the total long-term debt on the consolidated balance sheet was $18.3 million, consisting of $19.2 million of unpaid principal balance, net of the $0.9 million of deferred loan issuance costs. Unused commitments under the 2018 Loan and Security Agreement as of December 31, 2020 and 2019 were $15.0 million and $40.0 million, respectively. Interest expense totaled $5.2 million and $3.4 million for the years ended December 31, 2020 and 2019, respectively and was recorded in interest expense, net on the consolidated statements of operations and comprehensive loss. Future minimum principal repayments on the loans under the 2018 Loan and Security Agreement are $17.0 million, $14.9 million, $9.0 million, and $2.4 million for the years ending December 31, 2021, 2022, 2023 and 2024, respectively. Restricted Cash Throughout 2020 and 2019, Sonder entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit cards programs. As of December 31, 2020 and 2019, Sonder had $1.6 million and $3.3 million, respectively, of cash collateral under these programs, which was considered to be restricted cash. |
Preferred Stock Warrants
Preferred Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Preferred Stock Warrants | Preferred Stock Warrants Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of these warrants are convertible into common stock at the ratios described in Note 10. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the condensed consolidated balance sheets and amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The change in fair value of the Series A warrant liability was not material for the three months ended September 30, 2021 and 2020. The fair value of the Series A warrant liability increased $0.3 million in the nine months ended September 30, 2021. The change in the fair value of the Series A warrant liability was not material for the nine months ended September 30, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The change in the fair value of the Series B warrant liability was not material for the three months ended September 30, 2021 and September 30, 2020. The fair value of the Series B warrant liability increased $0.2 million in the nine months ended September 30, 2021. The change in the fair value of the Series B warrant liability was not material for the nine months ended September 30, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 5. Debt Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.1 million in the three months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the three months ended September 30, 2020. The fair value of the Series C warrant liability increased $0.8 million in the nine months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the nine months ended September 30, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 5. Debt, Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The fair value of the Series D warrant liability was not material in the three months ended September 30, 2021 and 2020. The fair value of the Series D warrant liability increased $0.1 million and $0.1 million in the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, Sonder is authorized to issue 143,234,881 shares of its common stock, with a par value per share of $0.000001. Sonder is also authorized to issue 173,803,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of the warrants are convertible into common stock at the ratios described in Note 12. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the consolidated balance sheets and are amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The fair value of the Series A warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series A warrant liability was not material for the year ended December 31, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series B warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series B warrant liability was not material for the year ended December 31, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 7. Debt, Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.4 million for the year ended December 31, 2019. The change in fair value of the Series C warrant liability was not material for the year ended December 31, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 7. Debt , Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The change in fair value of the Series D warrant liability was not material during the year ended December 31, 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. Sonder is also authorized to issue 159,303,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. As of December 31, 2020 and 2019, Sonder has reserved the following shares of common stock for future issuance: December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. Equity Incentive Plans 2013 Stock Option and Grant Plan In February 2015, Sonder adopted the 2013 Stock Option and Grant Plan (the “ 2013 Plan” ) pursuant to which the Board of Directors may grant incentive stock options (“ISOs”) to purchase shares of Sonder’s common stock, nonstatutory stock options (“NSOs”) to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, and restricted stock units (RSUs). As of December 31, 2020, the 2013 Plan was amended and no shares of common stock have been reserved for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. 2019 Equity Incentive Plan In December 2019, Sonder adopted the 2019 Equity Incentive Plan (the “ 2019 Plan” ) pursuant to which the Board of Directors may grant ISOs to purchase shares of Sonder’s common stock, NSOs to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, RSUs, stock appreciation rights, performance stock units, and performance stock awards. As of December 31, 2020, the 2019 Plan reserved 845,650 shares of common stock for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Sonder leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2039. Sonder is required to pay property taxes, insurance and maintenance costs for certain of these facilities. Future minimum lease payments under non-cancelable operating leases as of September 30, 2021, are as follows (in thousands): Amount remaining three months of 2021 $ 54,139 2022 282,410 2023 363,491 2024 399,423 2025 404,312 Thereafter 1,873,380 Total minimum future lease payments $ 3,377,155 Sonder does not have material lease receivables from noncancellable lease contracts that would reduce the total minimum future lease payments. Rental expense for operating leases for the three months ended September 30, 2021 and 2020 was $46.9 million and $23.6 million, respectively, of which $45.0 million and $21.7 million, respectively, is recognized in cost of revenues, $1.1 million and $0.8 million, respectively, in operations and support, and $0.8 million and $1.1 million, respectively, in general and administrative. Rental expense for operating leases for the nine months ended September 30, 2021 and 2020 was $125.5 million and $96.3 million, respectively, of which $119.2 million and $90.3 million, respectively, is recognized in cost of revenues, $3.8 million and $1.5 million, respectively, in operations and support, and $2.5 million and $4.5 million, respectively, in general and administrative. Sonder leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2035. Sonder is required to pay property taxes, insurance and maintenance costs for certain of these facilities. Future minimum lease payments under non-cancelable operating leases as of December 31, 2020, are as follows (in thousands): Years Ended December 31, Amount 2021 $ 200,157 2022 274,010 2023 317,339 2024 322,268 2025 296,205 Thereafter 1,117,893 Total minimum future lease payments $ 2,527,872 Sonder does not have material lease receivables from noncancellable lease contracts that would reduce the total minimum future lease payments. Rent expense for operating leases for the years ended December 31, 2020 and 2019 was $133.1 million and $116.2 million, respectively, of which $124.8 million and $109.5 million, respectively, is recognized in cost of revenue, $2.8 million and $2.6 million, respectively in operations and support, and $5.5 million and $4.1 million, respectively, in general and administrative in the consolidated statements of operations and comprehensive loss. Exit cost of terminated leases was $5.5 million for the year ended December 31, 2020 and immaterial for the year ended December 31, 2019. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies Surety Bonds A portion of Sonder’s leases are supported by surety bonds provided by affiliates of certain insurance companies. As of September 30, 2021, Sonder had commitments from six surety providers in the amount of $56.4 million, of which $32.0 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On September 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $1.1 million and $0.6 million in the condensed consolidated balance sheet as of September 30, 2021 and the condensed consolidated balance sheet December 31, 2020, respectively. Sonder’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Surety Bonds A portion of Sonder’s leases are supported by surety bonds. As of December 31, 2020, Sonder had assembled commitments from five surety providers in the amount of $46.2 million, of which $23.9 million was outstanding and was an off-balance sheet arrangement. 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $0.6 million in the consolidated balance sheet as of December 31, 2020 and did not record an estimated accrual in the consolidated balance sheet as of December 31, 2019, respectively. Sonder’s views and estimates related to these matters may change in the future as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, Sonder believes the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. |
Guarantees and Indemnifications
Guarantees and Indemnifications | 9 Months Ended |
Sep. 30, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Guarantees and Indemnifications | Guarantees and Indemnification Indemnifications Sonder has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (the Bylaws ) require Sonder to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require Sonder to advance expenses incurred by its directors. No demands have been made upon Sonder to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that Sonder is aware of that could have a material adverse effect on its business, results of operations, financial condition, or cash flows. In the ordinary course of business, Sonder 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 significant costs have been incurred, either individually or collectively, in connection with Sonder’s indemnification provisions. Indemnifications Sonder has entered into indemnification agreements with all of its directors. The indemnification agreements require Sonder to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements require Sonder to advance expenses incurred by its directors. No demands have been made upon Sonder to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that Sonder believes could have a material adverse effect on its business, results of operations, financial condition, or cash flows. |
Exchangeable shares and redeema
Exchangeable shares and redeemable convertible preferred stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Exchangeable shares and redeemable convertible preferred stock | Exchangeable shares and redeemable convertible preferred stock Exchangeable Shares In connection with the corporate inversion in 2019 as discussed in Note 1. Description of Business and Summary of Significant Accounting Policies, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares for corresponding stock of Sonder Holdings Inc., or (b) holders of Exchangeable Shares of Sonder Canada Inc. and holders of Special Voting Stock of Sonder Holdings Inc. by converting their Sonder Canada Inc. shares into Exchangeable Shares and subscribing for an equal number of shares of Special Voting Stock of Sonder Holdings Inc. The Exchangeable Shares are non-voting participating shares of Sonder Canada Inc. with economic rights that are substantially equivalent to those of the corresponding stock of Sonder Holdings Inc. The Exchangeable Shares can be exchanged into corresponding stock of Sonder Holdings Inc. at the request of the holder and upon certain other circumstances. As the Exchangeable Shares are non-voting shares of Sonder Canada Inc., the holders of Exchangeable Shares are not entitled to receive notice or attend any meeting of the shareholders of Sonder Canada Inc. or to vote at any such meeting, except as required by applicable law or in respect of certain matters relating to the Exchangeable Shares as set out in the articles of Sonder Canada Inc. In the context of the corporate inversion, Sonder Canada Inc. subscribed for Special Voting Stock on behalf of the shareholders of Sonder Canada Inc. who received Exchangeable Shares. The Special Voting Stock enables the holders of Exchangeable Shares to exercise voting rights alongside the Delaware stockholders. The Special Voting Stock is not entitled to receive dividends and does not participate in any distribution of Sonder’s assets pursuant to Sonder Holdings Inc.’s certificate of incorporation, and must be redeemed upon the occurrence of an exchange of Exchangeable Shares for corresponding stock of Sonder Holdings Inc. The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The preferred stock are classified by (i) Senior Preferred Stock, consisting of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, consisting of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a “ Liquidation Event ”): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, or the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise. Classification Sonder classifies its redeemable convertible preferred stock as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of shares of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series E redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the redeemable convertible preferred stock other than the Series C, the Series C-1, the Series D, the Series D-1, and the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the outstanding redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (b) with respect to the Series C and Series C-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series C, Series C-1 and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (c) with respect to the Series D and Series D-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series D, Series D-1 and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, and (d) with respect to the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding shares of Series E and Special Voting Series D stock, voting together as a single class, for each (a), (b), (c), and (d) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Preferred Stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of the outstanding shares of Preferred Stock and Special Voting Investor Series Stock (calculated on an as-if-converted to Common Stock or Special Voting Series AA Stock basis, as applicable, and voting together as a single class), which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s board of directors. Holders of Series C redeemable convertible preferred stock and Special Voting Series C stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series C redeemable convertible preferred stock, Series C-1 redeemable convertible preferred stock and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affects the special rights of the holders of Series C or Series C-1 redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C or Series C-1 redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series D redeemable convertible preferred stock, Series D-1 redeemable convertible preferred stock and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series D or Series D-1 redeemable convertible preferred stock and a change in the total number of authorized shares of Series D or Series D-1 redeemable convertible preferred stock. Holders of Series E redeemable convertible preferred stock and Special Voting Series E stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series E redeemable convertible preferred stock and Special Voting Series E stock, voting together as a single class, to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series E redeemable convertible preferred stock and a change in the total number of authorized shares of Series E redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the board of directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. Redemption Rights The holders of the outstanding shares of redeemable convertible preferred stock do not have redemption rights; however, as noted above, Sonder’s certificate of incorporation provides that upon any voluntary or involuntary liquidation, dissolution or winding up of Sonder or Deemed Liquidation Event such shares will be entitled to receive the applicable Liquidation Amount. Preferred Stock Warrants As described above in Note 6. Preferred Stock Warrants, in connection with Sonder’s loan and security agreements, Sonder issued warrants to purchase Series A, Series B, Series C, and Series D preferred shares. Exchangeable Shares In connection with the corporate inversion in December 2019, as discussed in Note 1. Description of Business, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares, or (b) holders of Exchangeable Shares of Sonder Canada and holders of Special Voting Stock of Sonder Holdings Inc. The holders of Exchangeable Shares do not have any rights as shareholders of Sonder Canada with respect to voting rights and rights to attend shareholder meetings. Further, Sonder Holdings Inc. issued one share of Special Voting Stock for each share of Exchangeable Share. The Special Voting Stock is designed to provide Sonder Canada Inc.’s shareholders who hold Exchangeable Shares with voting rights in Sonder Holdings Inc., consistent with those of the same class of share of Delaware preferred stockholders. The shares of Special Voting Stock are not entitled to receive dividends and do not participate in any distribution of Sonder’s assets pursuant to its certificate of incorporation. The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 The redeemable preferred stock are classified by (i) Senior Preferred Stock, comprising of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, comprising of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a Liquidation Event ): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise Classification Sonder classifies its redeemable convertible preferred stock and exchangeable preferred shares as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series D redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the convertible preferred stock other than the Series C and Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, (b) with respect to the Series C redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series C and Special Voting Series C stock, voting together as a single class and (c) with respect to the Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series D and Special Voting Series D stock, voting together as a single class, for each (a), (b) and (c) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Series Seed 1, Series Seed 2, Series Seed 3, Series A, Series B, Series C, Series D redeemable convertible preferred stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of convertible holders of preferred stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of Series A redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s Board of Directors. Holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C stock, voting together as a single class, are entitled to elect one member to the Board of Directors and are entitled to certain protective provisions, which require a majority of holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affects the holders of Series C redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of holders of Series D redeemable convertible preferred stock and Special Voting Series D stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the holders of Series D redeemable convertible preferred stock and a change in the total number of authorized shares of Series D redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the Board of Directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock Warrants | Preferred Stock Warrants Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of these warrants are convertible into common stock at the ratios described in Note 10. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the condensed consolidated balance sheets and amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The change in fair value of the Series A warrant liability was not material for the three months ended September 30, 2021 and 2020. The fair value of the Series A warrant liability increased $0.3 million in the nine months ended September 30, 2021. The change in the fair value of the Series A warrant liability was not material for the nine months ended September 30, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The change in the fair value of the Series B warrant liability was not material for the three months ended September 30, 2021 and September 30, 2020. The fair value of the Series B warrant liability increased $0.2 million in the nine months ended September 30, 2021. The change in the fair value of the Series B warrant liability was not material for the nine months ended September 30, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 5. Debt Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.1 million in the three months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the three months ended September 30, 2020. The fair value of the Series C warrant liability increased $0.8 million in the nine months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the nine months ended September 30, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 5. Debt, Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The fair value of the Series D warrant liability was not material in the three months ended September 30, 2021 and 2020. The fair value of the Series D warrant liability increased $0.1 million and $0.1 million in the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, Sonder is authorized to issue 143,234,881 shares of its common stock, with a par value per share of $0.000001. Sonder is also authorized to issue 173,803,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of the warrants are convertible into common stock at the ratios described in Note 12. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the consolidated balance sheets and are amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The fair value of the Series A warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series A warrant liability was not material for the year ended December 31, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series B warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series B warrant liability was not material for the year ended December 31, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 7. Debt, Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.4 million for the year ended December 31, 2019. The change in fair value of the Series C warrant liability was not material for the year ended December 31, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 7. Debt , Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The change in fair value of the Series D warrant liability was not material during the year ended December 31, 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. Sonder is also authorized to issue 159,303,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. As of December 31, 2020 and 2019, Sonder has reserved the following shares of common stock for future issuance: December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. Equity Incentive Plans 2013 Stock Option and Grant Plan In February 2015, Sonder adopted the 2013 Stock Option and Grant Plan (the “ 2013 Plan” ) pursuant to which the Board of Directors may grant incentive stock options (“ISOs”) to purchase shares of Sonder’s common stock, nonstatutory stock options (“NSOs”) to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, and restricted stock units (RSUs). As of December 31, 2020, the 2013 Plan was amended and no shares of common stock have been reserved for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. 2019 Equity Incentive Plan In December 2019, Sonder adopted the 2019 Equity Incentive Plan (the “ 2019 Plan” ) pursuant to which the Board of Directors may grant ISOs to purchase shares of Sonder’s common stock, NSOs to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, RSUs, stock appreciation rights, performance stock units, and performance stock awards. As of December 31, 2020, the 2019 Plan reserved 845,650 shares of common stock for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit Stock-based Compensation Expense Total stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations and support $ 639 $ 195 $ 1,579 $ 1,454 General and administrative 2,405 687 17,524 3,379 Research and development 475 136 1,016 993 Sales and marketing 54 2 55 3 Total stock-based compensation expense $ 3,573 $ 1,020 $ 20,174 $ 5,829 Sonder 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 recognized as they occur. Fair Value of Stock Options Sonder estimates the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of Sonder’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 calculated as based on the Sonder’s historical pattern of option exercise behavior and the period of time they are expected to be outstanding. The expected term for options granted to consultants is determined using the remaining contractual life. Expected Volatility — The expected volatility is based on the average volatility of similar public entities within Sonder’s peer group as Sonder’s stock has not been publicly trading for a long enough period to rely on its own expected volatility. Expected Dividends — The dividend assumption is based on Sonder’s historical experience. To date Sonder has not paid any dividends on its common stock. Risk-Free Interest Rate — The risk-free interest rate used in the valuation method 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 Sonder’s options. The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2020 Expected term (in years) 4.00 3.99 - 4.00 5.79 Expected volatility 64% 64% 63% - 67% Dividend yield —% —% —% Risk-free interest Rate 0.61% 0.41% - 0.61% 0.44% - 1.46% Weighted-average grant-date fair value per stock option $6.59 $4.54 - $6.59 $2.56 - $2.69 There were no options granted in the three months ended September 30, 2020. Performance and Market-based Equity Awards On November 15, 2019, the Sonder Board of Directors granted an award to Francis Davidson, Sonder’s CEO, for a total of 5,613,290 options, all of which Mr. Davidson fully exercised in December 2019 with a promissory note payable to Sonder in the amount of $24.6 million (the “Promissory Note”). Of the 5,613,290 total options, 2,041,197 options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-based Options”), subject to Mr. Davidson’s continuous employment and 3,572,093 options are performance-based (“CEO Performance Awards”), that vest as follows, subject to Mr. Davidson’s continuous employment at each such event (the “Performance Conditions”): • 1,530,897 performance awards upon an initial public offering (“IPO”) if Sonder reaches certain share price targets (the “IPO Condition”); • 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and • 1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The fair value of the 2,041,197 Service-based Options was estimated using the Black-Scholes-Merton pricing model. The grant date fair value of the Service-based Options was $3.2 million and is recognized on a straight-line basis over the term of the award. Sonder recognized $11.6 million in expense for the CEO Performance Awards in the nine months ended September 30, 2021. The promissory note for $24.6 million represents the aggregate exercise price for the 5,613,290 options that were exercised by Mr. Davidson. The promissory note bears interest at the rate of 2.00% per annum, compounding semiannually. The principal amounts and accrued interest are due upon the earlier of: (i) four years after the issuance, or on December 1, 2023; (ii) the transfer or sale of the shares by the employee without approval by Sonder; or (iii) an initial public offering or an acquisition of Sonder by a public company. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it is considered to be non-recourse for accounting purposes and thus was not recorded in the condensed consolidated balance sheets as a receivable. As of September 30, 2021 and December 31, 2020, the aggregate borrowings outstanding under the Promissory Note, including interest, were $25.6 million and $25.2 million, respectively. The aggregate outstanding principal amount and interest under the Promissory Note will be repaid in full prior to the consummation of the Business Combination. In the three months ended March 31, 2021, the CEO Performance Awards were modified to accelerate the vesting of the IPO Condition and the Qualified Financing Condition because the Sonder Board desired to reward Mr. Davidson in leading Sonder to perform above expectations given the worsened business conditions brought about by the unexpected COVID-19 pandemic, especially in the hospitality sector, and at the same time, engaging Sonder in potential strategic transactions valuing Sonder at increased valuations. While the vesting of the options under the Market Capitalization Condition were not accelerated by the Sonder Board, the Sonder Board approved a resolution clarifying that the Market Capitalization Condition would be eligible to vest in connection with a business combination with a special purpose acquisition company that otherwise achieves the applicable Market Capitalization Condition using an equivalent share price rather than the market capitalization. In the nine months ended September 30, 2021, Sonder recognized $11.6 million in stock-based compensation expense related to the acceleration of this vesting of the IPO Condition and the Qualified Financing Condition. The modification-date fair value of the CEO Performance Awards was estimated using a Monte Carlo simulation. The Monte Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include Sonder’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. Sonder recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The modification-date fair value of the CEO Performance Awards as determined using the Monte Carlo simulation on the modification date was $3.0 million. Stock-based Compensation Expense Total stock-based compensation expense is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 1,171 $ 459 General and administrative 4,336 2,447 Operations and support 1,710 471 Sales and marketing 6 3 Total stock-based compensation expense $ 7,223 $ 3,380 As of December 31, 2020, there was $18.2 million of total unrecognized stock-based compensation expense related to outstanding unvested stock options expected to be recognized over a weighted-average period of 1.58 years. Sonder recognizes only the portion of the option award granted to employees, non-employees, officers, and directors that is ultimately expected to vest as compensation expense and elects to recognize gross share-based compensation expense with forfeitures recognized as they occur. Fair Value of Stock Options Sonder estimates the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of Sonder’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 calculated as the midpoint between the vesting date and the end of the contractual term of the options. The expected term for options granted to consultants is determined using the remaining contractual life. Expected Volatility —The expected volatility is based on the average volatility of similar public entities within Sonder’s peer group as Sonder’s stock has not been publicly trading for a long enough period to rely on its own expected volatility. Expected Dividends —The dividend assumption is based on Sonder’s historical experience. To date Sonder has not paid any dividends on its common stock. Risk-Free Interest Rate —The risk-free interest rate used in the valuation method 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 Sonder’s options. The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Years Ended December 31, 2020 2019 Expected term (in years) 5.79 5.00 - 6.25 Expected volatility 63% - 69% 33% - 35% Dividend yield —% —% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Weighted-average grant-date fair value per share $2.51 - $2.77 $1.47 - $1.62 Stock Option Activity Option activity under Sonder’s plans was as follows (in thousands, except per share and term in years): Options Outstanding Number of Weighted-Average Weighted-Average Aggregate Balance as of December 31, 2019 10,633 $ 2.52 8.28 $ 20,195 Grants 5,829 $ 4.58 Exercises (1,093) $ 1.85 Forfeited (2,122) $ 3.21 Canceled (444) $ 2.16 Balance as of December 31, 2020 12,803 $ 3.02 7.97 $ 19,219 As of December 31, 2020 Options vested and exercisable 4,827 $ 2.47 6.54 $ 11,798 Options vested and expected to vest 12,803 $ 3.02 7.97 $ 19,219 The weighted-average grant-date fair value of options granted during the years ended December 31, 2020 and 2019 was $2.60 and $1.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $3.3 million and $0.9 million, respectively. Performance and Market-based Equity Awards On November 15, 2019, the Sonder Board of Directors granted an award to Francis Davidson, Sonder’s CEO, for a total of 5,613,290 options, all of which Mr. Davidson fully exercised in December 2019 with a promissory note payable to Sonder in the amount of $24.6 million (the “Promissory Note”). Of the 5,613,290 total options, 2,041,197 options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-based Options”), subject to Mr. Davidson’s continuous employment, and 3,572,093 options are performance-based (“CEO Performance Awards”), that vest as follows, subject to Mr. Davidson’s continuous employment at each such event (the “Performance Conditions”): • 1,530,897 performance awards upon an initial public offering (“IPO”) if Sonder reaches certain share price targets (the “IPO Condition”); • 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and • 1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The fair value of the 2,041,197 Service-based Options was estimated using the Black-Scholes-Merton pricing model. The grant date fair value of the Service-based Options was $3.2 million and is recognized on a straight-line basis over the term of the award. There was no expense recognized for the CEO Performance Awards in the years ended December 31, 2020 and 2019, as it was not deemed probable that the Performance Conditions would be achieved. The Promissory Note for $24.6 million represents the aggregate exercise price for the 5,613,290 options that were exercised by Mr. Davidson. The Promissory Note bears interest at the rate of 2.00% per annum, compounding semiannually. The principal amounts and accrued interest are due upon the earlier of: (i) four years after the issuance, or on December 1, 2023, (ii) the transfer or sale of the shares by the employee without approval by Sonder, or (iii) an initial public offering or an acquisition of Sonder by a public company. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it is considered to be non-recourse for accounting purposes and thus was not recorded in the consolidated balance sheets as a receivable. As of December 31, 2020, Sonder had not recognized stock-based compensation expense for awards with performance-based and market-based vesting conditions. As of December 31, 2020 and 2019, the aggregate borrowings outstanding under the Promissory Note, including interest, were $25.2 million and $24.7 million, respectively. The aggregate outstanding principal amount and interest under the Promissory Note shall be repaid in full prior to the consummation of the Business Combination. |
Income Taxes_2
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesProvision for income taxes for the three and nine months ended September 30, 2021 were $133 thousand and $226 thousand, respectively, and the effective tax rate for these periods was 0%. Provision for income taxes for the three and nine months ended September 30, 2020 was $11 thousand and $14 thousand, respectively, and the effective tax rate for these periods was 0%. The difference between Sonder’s effective tax rate and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to Sonder’s net deferred tax assets.Income taxes Sonder recorded an income tax provision of approximately $0.3 million for the year ended December 31, 2020 and had no tax provision recorded for the year ended December 31, 2019. The income tax provision for the year ended December 31, 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): December 31, State $ 104 Foreign 219 Total provision for income taxes $ 323 Loss before provision for income taxes consisted of the following (in thousands) Years Ended December 31, 2020 2019 United States ($148,332) ($84,426) Foreign (101,661) (93,823) Total loss before provision for income taxes ($249,993) ($178,249) A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows (in thousands): Years Ended December 31, 2020 2019 Income tax at U.S. statutory rate of 21% $ (52,499) $ (36,582) Foreign tax rate differential (889) (843) State income taxes (net of federal benefit) (8,553) (4,706) Tax credits (1,214) — Stock-based compensation 66 694 Non-deductible expenses 221 818 Other, net (1) 5,545 Change in valuation allowance 63,192 35,074 Total provision for income taxes $ 323 $ — The components of Sonder’s net deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating losses $ 85,972 $ 29,916 Credit carryforwards 2,239 28 Accrued expenses and reserves 847 498 Deferred revenue 2,520 1,429 Deferred rent 4,747 5,007 Fixed and intangible assets 18,564 18,282 Other 7,131 3,667 Gross deferred tax assets 122,020 58,827 Valuation allowance (122,020) (58,827) Total deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the federal, state, and foreign gross deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $63.2 million and $35.1 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, Sonder had tax net operating loss carryforwards for federal, state and foreign purposes of approximately $262.7 million, $239.9 million, and $87.0 million, respectively, and as of December 31, 2019, it had tax net operating loss carryforwards for federal, states and foreign purposes of approximately $97.2 million, $102.5 million, and $26.4 million, respectively. Of the federal net operating loss carryforwards, $11.0 million will begin to expire in 2035, and $251.7 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027. Utilization of the net operating loss carryforwards and credits will be subject to an annual limitation due to the ownership change limitations provided by the U.S. Tax Code and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Sonder’s ability to utilize its federal and state net operating loss and tax credit carryforwards may be subject to limitations if it incurs a Section 382 ownership change. A Section 382 ownership change generally occurs when there is a greater than 50% shift in ownership amongst 5% or greater shareholders (or shareholder groups) over a three year period. Although Sonder is not currently utilizing its federal or state tax carryforwards, it believes existing ownership changes and potential future ownership changes may impact its annual utilization of a portion of these attributes. Sonder has undertaken a Section 382 study and has identified that $27.3 million of net operating losses generated in 2018 are subject to limitation. Uncertain Tax Positions Sonder has adopted authoritative guidance, which prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in its income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 Beginning unrecognized tax benefits $ — Addition to tax positions related to prior years 383 Addition to tax positions related to current year 300 Ending unrecognized tax benefits $ 683 Sonder had no uncertain tax positions for the year ended December 31, 2019. Sonder files income tax returns in U.S. federal, various states and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state and foreign authorities, where applicable. There are currently no pending income tax examinations. |
Related party transactions_2
Related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million, all of which Mr. Davidson exercised in December 2019 with a full recourse promissory note payable to Sonder. As of September 30, 2021 and December 31, 2020, the aggregate borrowings outstanding under the note, including interest, were $25.6 million and $25.2 million, respectively. The aggregate outstanding principal amount and interest under the loan shall be repaid in full prior to the consummation of the Business Combination. See Note 12. Stockholders’ Deficit for details. 2021 Convertible Promissory Notes In March 2021, Sonder issued the Sonder Convertible Notes in an aggregate principal amount of $165 million to certain investors in exchange for Sonder’s agreement to issue the investors shares of its capital stock upon the occurrence of certain events described in the Note Purchase Agreement dated March 12, 2021. Sonder’s investors and their affiliates hold $43.3 million of the Sonder Convertible Notes. The Sonder Convertible Notes will automatically convert into shares of Sonder Common Stock immediately prior to the consummation of the Business Combination. See Note 5. Debt for details of the transaction. Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million with a full recourse promissory note payable to Sonder. Refer to Note 14. Stockholders’ Deficit for details |
Subsequent events_2
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events In preparing these condensed consolidated financial statements, Sonder has evaluated events and transactions for potential recognition or disclosure through December 13, 2021, the date that the condensed consolidated financial statements were issued and Sonder did not note any transactions or events subsequent to September 30, 2021 through December 13, 2021, that require adjustments to, or disclosure in, the accompanying condensed consolidated financial statements, except for as noted below. Amendment to the Merger Agreement On October 27, 2021, Sonder and Gores Metropoulos II, Inc. (NASDAQ: GMII) (“ Parent ”) entered into an amendment (“ Amendment No. 1 ”) to the merger agreement by and among Sonder, Parent, Sunshine Merger Sub I, Inc. (“ First Merger Sub ”), and Sunshine Merger Sub II, LLC (“ Second Merger Sub ”) (the “ Merger Agreement ”). Amendment No. 1 modifies the Merger Agreement by, among other things: (a) reducing the amount of the Aggregate Company Stock Consideration (as defined in the Merger Agreement) to a number of shares of Parent common stock, par value $0.0001 per share (the “ Parent Common Stock ”), equal to the result of (i) $1,901,603,000, divided by (ii) $10.00; (b) including a representation of Parent, First Merger Sub and Second Merger Sub that 1,277,285 shares of the Parent’s Class F common stock, par value $0.0001 per share (the “ Class F Common Stock ”), will be cancelled for no consideration immediately prior to the effective time of the First Merger; (c) including a representation of Parent, First Merger Sub and Second Merger Sub that Parent has delivered to Sonder executed subscription agreements pursuant to which certain subscribers have agreed to purchase 32,216,785 shares of Parent Common Stock for an aggregate purchase price equal to approximately $309,394,998; (d) providing that Parent, Sonder or one or more of their affiliates may enter into a delayed draw note purchase agreement or other similar loan, credit or note purchase agreement pursuant to which notes, warrants or other equity will be issued by Parent, Sonder and/or one or more of their affiliates at or after the effective time of the First Merger; (e) extending from October 28, 2021 to January 31, 2022 the date after which Parent and Sonder would have a right to terminate the Merger Agreement if the transactions contemplated by the Merger Agreement, including the mergers (the “ Business Combination ”), have not been consummated (provided that the delay in closing the Business Combination by such date is not due to the breach of the Merger Agreement by the party seeking to terminate); and (f) revising Parent’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws which will be put in place in connection with the Business Combination. Delayed Draw Note Purchase Agreement On December 10, 2021, Sonder entered into a Note and Warrant Purchase Agreement with certain PIPE Investors (the “ Purchasers ”) for the sale of an aggregate of $165 million in principal amount of delayed draw subordinated secured notes (the “ Delayed Draw Notes ”) to be available to the post-Business Combination Company following the completion of the Business Combination. The agreement also provides that the Purchasers will be issued warrants to purchase 2,475,000 shares of the post-Business Combination Company’s Common Stock. Sonder has evaluated subsequent events through July 6, 2021, the date the consolidated financial statements were available for issuance and did not identify any transactions that require adjustment to, or disclosure in, the accompanying consolidated financial statements, except for as noted below. Gores Metropoulos II, Inc. Merger On April 29, 2021, Sonder entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Gores Metropoulos II, Inc. (NASDAQ: GMII) (“Parent”), a Delaware corporation, Sunshine Merger Sub II, LLC (Merger Sub II), a Delaware limited liability company and a wholly owned subsidiary of Parent, and Sunshine Merger Sub I, Inc. (Merger Sub I), a Delaware corporation and a wholly owned subsidiary of Merger Sub II. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Sonder (the “ First Merger ”), with Sonder surviving the First Merger as the surviving corporation (the “ Surviving Corporation ”), and immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “ Second Merger ”), with Merger Sub II continuing as the surviving entity. The transactions contemplated by the Merger Agreement, including the First Merger and Second Merger, are collectively referred to as the Business Combination. Consummation of the Business Combination is subject to the satisfaction or waiver of customary closing conditions, including (1) approval of the Merger Agreement by the Parent’s and Sonder’s stockholders, (2) the absence of any law or order restraining, enjoining or otherwise prohibiting the Business Combination, and (3) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust laws of certain non-United States jurisdictions. The Business Combination is expected to close in January 2022. Upon consummation of the Business Combination, Sonder’s common stock will be exchanged for newly issued common stock listed on Nasdaq under the symbol “SOND” and the listing of the Parent’s common stock will continue under the symbol “SOND”. Convertible notes In March 12, 2021, pursuant to a note purchase agreement, Sonder issued convertible promissory notes ( “Convertible Notes”) to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the sale of the Convertible Notes were approximately $162.4 million, after deducting issuance costs. The Convertible Notes are subordinated obligations of Sonder, and interest is payable annually at a rate of 1.00% per annum. The Convertible Notes will mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes are convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events. |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Company and Background Sonder Holdings Inc. is headquartered in San Francisco, California, and together with its wholly owned subsidiaries (collectively Sonder) provides short and long-term accommodations to travelers in various cities across North America, Europe and the Middle East. The Sonder units in each multi-family building and each hotel property are selected, designed and managed directly by Sonder. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the former parent company, Sonder Canada Inc., was the Canadian dollar, and the reporting currency was the U.S. dollar. As Sonder Holdings Inc. became the new parent company on December 20, 2019 as a result of the corporate inversion, both the functional and reporting currency became the U.S. dollar. Sonder shareholders of Sonder Canada Inc. either transferred their shares to the shares of Sonder Holdings Inc. or received special voting shares of Sonder Holdings Inc. and converted their shares of Sonder Canada Inc. to exchangeable shares of Sonder Canada Inc. Refer to Note 12. Exchangeable shares and redeemable convertible preferred stock for details. Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2020 and 2019, Sonder’s consolidated VIE was not material to the consolidated financial statements. COVID-19 Pandemic The ongoing impact of the COVID-19 pandemic on the global economy and the extent to which it will continue to adversely impact Sonder remains uncertain. Sonder’s financial results for all of 2020 were materially adversely affected by the COVID-19 pandemic, and may continue to materially adversely impact business operations, results of operations and liquidity in the near term. The extent of the recovery is uncertain and will be largely dependent on the effectiveness of COVID-19 prevention (vaccination and continued social distancing) and treatment in the cities and countries in which Sonder operates, all of which are outside of Sonder’s control. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. Significant management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. Segment Information An operating segment is defined as a component of an entity that (a) engages in business from which it may earn revenues and incur expenses, (b) is regularly reviewed by the Chief Operating Decision Maker (CODM) for performance assessment and resource allocation decisions, and (c) has discrete financial information available. Sonder’s CODM is its Chief Executive Officer. Sonder has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation. For the years ended December 31, 2020 and 2019, substantially all of Sonder’s assets were held in the United States. Revenue Recognition and Deferred Revenue Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Revenues are recognized on a straight-line basis over the guest stay commencing upon guest check-in and ending at guest check-out, net of discounts and refunds. For short-term accommodations, Sonder’s guests agree to its Terms of Service ( “ToS” ) and make payments for their accommodations at the time of reservation. For month-to-month accommodations, Sonder’s guests agree to its ToS and make payments for their accommodations in accordance with the lease contracts. Guests generally have the right to cancel prior to check-in, and are entitled to refunds in accordance with the agreed ToS. Payments received from guests prior to check-in are recognized as deferred revenue on the consolidated balance sheet. Sonder is required to collect certain taxes and fees from guests on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. Sonder recognizes revenues net of taxes and fees collected. For revenue generated from management contracts with third-party property owners, Sonder generally receives base fees, which are fixed fees, and incentives fees, which are a percentage of the revenues or profits of accommodations. Sonder recognizes base fees on a monthly basis over the term of the agreement as those amounts become payable and incentive fees on a monthly basis over the term of the agreement based on each property’s financial results. Leases Sonder’s cost of revenue primarily consist of rental expenses from buildings or portions of buildings that serve as accommodations for its guests. Cost of revenue also includes cleaning costs and payment processing charges. Sonder does not r ecognize depreciation expense in cost of revenue as the accommodations provided to its guests are considered to be operating leases. Sonder also leases other properties such as warehouses to store furniture and corporate offices. Under ASC 840, leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. As of December 31, 2020 and 2019, there were no capital leases. The lease term is also determined at lease inception and generally begins on the date Sonder takes possession of the full or partial portions of leased premises. Sonder’s rent payment schedules vary by lease term per executed lease agreements and can be monthly, quarterly or bi-annually. A large majority of Sonder’s leases contain provisions for rent abatement periods, rent escalation, and tenant improvement allowances. Upon termination of a lease, related lease balances on the consolidated balance sheet are written-off. A liability for costs to terminate a lease before the end of its term is recognized in accordance with the lease terms and recorded in operations and support on the consolidated statement of operations and comprehensive loss. Certain leases require the payment of real estate taxes, insurance, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within operations and support for the properties for its guests and within general and administrative on Sonder’s consolidated statement of operations for its warehouses and corporate offices in the accompanying consolidated statements of operations and comprehensive loss. As a result of COVID-19, Sonder sought rent concessions from its real estate owners, which led to a series of lease amendments during 2020. Sonder has concluded that the total cash flows resulting from the modified leases were substantially the same or less than the cash flows in the original lease contracts, and pursuant to the relief provided by the Financial Accounting Standards Board (“ FASB” ), has elected to not evaluate whether the concessions provided by the real estate owners due to COVID-19 are lease modifications under Accounting Standards Codification ( ASC ) 840. Sonder has accounted for the COVID-related concessions using variable lease expense approach, resulting in negative variable lease expenses for certain leases on its consolidated statement of operations and comprehensive loss during the periods in which the concession was received. Deferred Rent A large majority of Sonder operating leases contain rent escalation clauses over the term of the lease, tenant improvement reimbursements, and rent abatement periods. For these leases, Sonder recognizes the related rent expense on a straight-line basis over the lease term and records the difference between rent expense and rent payments as deferred rent in the consolidated balance sheets. Sonder recognizes prepaid rent when rent payments are made in advance of the month the payment is related to. As of December 31, 2020 and 2019, deferred rent was $28.8 million and $25.2 million, respectively and prepaid rent was $9.9 million and $13.9 million, respectively. The current portion of the deferred rent liability which is presented in deferred rent on the consolidated balance sheets represents the net decrease in the deferred rent liability that will occur over the twelve month period subsequent to the date of the consolidated balance sheets. Certain leases contain contingent rent provisions that require additional rental payments based upon operating performance of the leased property. When achievement of such operating performance is probable, contingent rent is accrued in proportion to the operation performance recognized during the period that is attributable to the expected achievement of the operating performance. Cash, Cash Equivalents, and Restricted Cash Sonder considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash and cash equivalents. Cash is held in checking and interest-bearing accounts, and are recorded at cost, which approximates fair value. Restricted cash consists of cash collateral for standby letters of credit with a bank that were issued to Sonder’s real estate owners and for collateral required by the bank to support Sonder’s corporate credit card programs. Fair Value Measurements Sonder applies fair value accounting for all financial assets and liabilities and certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5. Fair value measurement and financial instruments for additional information. Accounts Receivable, Net of Allowance Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing. Sonder maintains an allowance which reflects its best estimate of its exposure to balances deemed to be uncollectible. The determination of such allowance is based on an assessment which requires significant judgement. Because of this assessment, Sonder maintains an allowance for estimated losses resulting from the inability of certain customers to make all their required payments. Accounts receivable are written off as a decrease to the allowance when all collection efforts have been exhausted and an account is deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Concentration of Credit Risk Financial instruments that potentially subject Sonder to concentrations of credit risk consist primarily of cash. Sonder places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and accordingly believes minimal credit risk exists with respect to these instruments. Certain of Sonder’s cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Sonder believes no significant concentration risk exists with respect to its cash. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets: Classification Useful Life Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Depreciation and amortization expense are generally classified within the corresponding operating expenses categories on Sonder’s consolidated statements of operations and comprehensive loss. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected on the consolidated statement of operations and comprehensive loss. Internal-Use Software Sonder capitalizes certain costs associated with software developed or obtained for internal use, which includes booking and pricing platform, mobile apps and website development. Sonder capitalizes costs when preliminary software development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over a two year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for software enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the enhancements. Foreign Currency Sonder’s reporting currency is the U.S. dollar. Sonder determines the functional currency for each of its foreign subsidiaries by reviewing its operations and currencies used in its primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than the U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations and comprehensive loss amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in cumulative translation adjustment as a component of stockholders’ deficit in the consolidated balance sheets. Remeasurement gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date, and nonmonetary assets and liabilities are measured at historical exchange rates. Total net realized and unrealized gains (losses) on foreign currency transactions and balances totaled a gain of $0.6 million and a loss of $5.7 million for the years ended December 31, 2020 and 2019, respectively. Operations and Support Operations and support costs primarily consist of personnel-related expenses, costs to operate guest accommodations, including utilities, lease termination fees, and property security services, depreciation of property and equipment of fixed assets purchased as part of the onboarding of new properties, other costs to onboard new properties, and purchases of non-capitalized items. Sonder records its operations and support expenses as they are incurred. General and Administrative General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as finance and accounting, legal, and human resources, real estate functions, such as market research and deal execution, and other corporate functions, such as expansion and sales management strategy and analytics. It also includes certain professional services fees, indirect taxes, rent expense related to Sonder’s corporate offices and bad debt expense, and other expenses Sonder incurs to manage and support its corporate functions. Research and Development Research and development expenses primarily consist of personnel-related expenses, software expenses in connection with the development of its existing and new services, and depreciation of property and equipment such as network servers and computers. Sonder continues to focus its research and development efforts on adding new features and services, and increasing the functionality and enhancing the ease of use of Sonder’s existing services. These costs are expensed as incurred. Sales and Marketing Sales and marketing costs primarily consist of service charges for bookings made through online travel agencies and personnel-related expenses. Advertising expenses Advertising expenses, which comprise majority of internet and social media marketing, were $4.9 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively. Stock-Based Compensation Related to Stock Options Sonder recognizes stock-based compensation expense related to stock options in the consolidated statements of operations and comprehensive loss on a straight line basis over the requisite service period, which is generally four years. The compensation expense related to stock options is based on Sonder’s estimate of the fair value of stock options using the Black-Scholes-Merton option-pricing model on the grant date, which requires the use of highly subjective and complex assumptions, including the value of the underlying stock on the date of grant, the expected term of the option, the price volatility of the underlying stock, expected dividend yield, and risk-free interest rate. Sonder estimates the expected term of stock options granted based on the simplified method as a result of not having sufficient historical data on stock option exercises. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The contractual term of Sonder’s stock options is ten years. Sonder estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly traded companies. Dividend yields are based on Sonder’s historical and expected future actions. The risk free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the grant date with a maturity equal to the expected term of the stock option award. Sonder has elected to account for forfeitures of stock-based compensation awards as they occur. Recognition of any compensation expense relating to stock grants that vest contingent on an initial public offering or acquisition will be deferred until consummation of such initial public offering or acquisition. Stock-Based Compensation Related to Performance Awards Sonder recognizes the compensation expense related to performance awards based on its estimate of the fair value of the award using a Monte-Carlo simulation on the grant date. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include Sonder’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. Sonder recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. Due to the absence of an active market for Sonder’s common stock, its board of directors determines the fair value of Sonder’s common stock for purposes of granting stock options. In estimating the fair value of stock, Sonder utilized third-party valuation experts to assist the board of directors in determining the fair value of its common stock, and considers factors that it believes are material to the valuation process, including but not limited to, the price at which recent equity was issued by Sonder, actual and projected financial results, risks, prospects, economic and market conditions, and estimates of weighted average cost of capital. All grants of stock options have an exercise price equal to or greater than the fair value of Sonder’s common stock on the date of grant. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2020 and 2019, Sonder has recorded a full valuation allowance against its deferred tax assets due to its history of losses. Sonder recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Sonder recognizes interest and penalties, if any, related to income tax matters as a component of income tax expense. Comprehensive Loss Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss primarily consists of foreign currency translation adjustments related to consolidation of foreign entities. Comprehensive loss is recorded as a component of stockholders’ deficit and is excluded from net loss. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ ASU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which was subsequently amended by ASUs 2015-14, 2016-08, 2016-10,2016-12, 2016-20, 2018-18, 2019-08, 2020-05 and 2021-02. The guidance uses a five-step model to recognize revenue from customer contracts in an effort to increase consistency and comparability throughout global capital markets and across industries. Under the model, a company will identify the contract, identify any separate performance obligations in the contract, determine the transaction price, allocate the transaction price, and recognize revenue when the performance obligation is satisfied. On June 3, 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) : Effective Dates for Certain Entities , which granted a one-year effective date delay for certain companies and organizations applying the revenue recognition and leases guidance to give immediate relief as a result of the widespread adverse economic effects and business disruptions caused by COVID-19 pandemic. Early application continues to be permitted. Sonder adopted the standard on January 1, 2020 using a modified retrospective method. The adoption of the standard did not have a material impact on Sonder’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. The new standard supersedes Subtopic 505-50. The guidance also applies to awards granted by an investor to employees and nonemployees of an equity method investee for goods or services used or consumed in the investee’s operations. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The amendments require a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Sonder adopted ASU 2018-07 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which removes, modifies, and adds disclosure requirements for fair value measurements to improve the overall usefulness of such disclosure requirements in Topic 820. The new standard is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Sonder has adopted ASU 2018-13 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. Sonder early adopted the standard on January 1, 2020 and has applied the standard retrospectively to all periods presented. The adoption of the standard did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company (EGC), Sonder has elected to take advantage of this extended transition period for certain new accounting standards. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments |
Revenue_2
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Sonder’s revenue is generated from stays booked through Sonder.com or the Sonder app, which it refers to as direct revenue, or from stays booked through third party online travel agencies, which it refers to as indirect revenue. The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Direct revenue $ 33,912 $ 17,227 $ 77,968 $ 40,347 Indirect revenue 33,542 9,244 68,313 46,846 Total revenue $ 67,454 $ 26,471 $ 146,281 $ 87,193 Revenue Recognition Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Sonder’s revenue is generated from stays booked through Sonder.com or the Sonder app, which it refers to as direct revenue, or from stays booked through third party online travel agencies, which it refers to as indirect revenue. Sonder’s minimum future receivables were not material as of December 31, 2020 due to the cancellation rights held by guests prior to check-in. The following table sets forth Sonder’s total revenue for the periods shown disaggregated by channel (in thousands): Year Ended December 31, 2020 2019 Direct revenue $ 59,340 $ 46,779 Indirect revenue 56,338 96,131 Total revenue $ 115,678 $ 142,910 Revenue by geographic area is attributed based on the location where the guest stays and is as follows (in thousands): Year Ended December 31, 2020 2019 Revenue: Americas United States $ 85,891 $ 113,567 Other Americas 5,520 7,661 Total Americas 91,411 121,228 Europe, Middle East, and Africa (EMEA) Great Britain 8,607 16,139 United Arab Emirates 10,328 1,787 Other EMEA 5,332 3,756 Total EMEA 24,267 21,682 Total revenue $ 115,678 $ 142,910 No guest represented over 10% of revenues for the years ended December 31, 2020 and 2019. Sonder had one online travel agency that represented 31% of Sonder’s revenue for the year ended December 31, 2020, and three online travel agencies that represented 39%, 12% and 11% of Sonder’s revenue for the year ended December 31, 2019. No online travel agency represented over 10% of net accounts receivable balance for the year ended December 31, 2020 and Sonder had two online travel agencies each representing 34% of Sonder’s net accounts receivable balance for the year ended December 31, 2019. The following table summarizes Sonder’s beginning allowance for doubtful accounts balance for each period, additions, write-offs net of recoveries, and the balance at the end of each period shown (in thousands): Year Ended December 31, 2020 2019 Beginning balance $ 2,503 $ 1,292 Additions 2,577 1,211 Write-offs, net of recoveries 2,510 — Ending balance $ 2,570 $ 2,503 |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Balance Sheet Details | Balance Sheet Details Accrued Liabilities Accrued liabilities consists of the following (in thousands): December 31, 2020 2019 Accrued compensation $ 3,269 $ 3,817 Accrued legal expenses 1,606 2,602 Accrued other liabilities 3,373 2,490 Total accrued liabilities $ 8,248 $ 8,909 |
Fair value measurement and fi_2
Fair value measurement and financial instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement and financial instruments | Fair value measurement and financial instruments Sonder follows the ASC 820 fair value hierarchy established under the standards of the U.S. GAAP to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Liabilities Measured at Fair Value on a Recurring Basis Sonder did not have any Level 1 or Level 2 fair value measurements as of September 30, 2021 and December 31, 2020. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 September 30, 2021 December 31, 2020 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 2,535 $ 1,140 Share-settled redemption feature 37,328 — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The Share-settled redemption feature is included in Convertible notes in the condensed consolidated balance sheet. The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 There were no transfers of financial instruments between valuation levels during the three and nine months ended September 30, 2021 and the year ended December 31, 2020. As of September 30, 2021 and December 31, 2020, Sonder did not have observable inputs for the valuation of its preferred stock warrant liabilities or share-settled redemption feature related to the Convertible Notes. The fair value of the preferred stock warrant liabilities is based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, changes in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. The determination of the fair value of the share-settled redemption feature is discussed in Note 5. Debt . The share-settled redemption feature was classified as Level 3 within the fair value hierarchy because the fair value was based on unobservable inputs in an inactive market. Sonder estimates that the fair value of its restricted cash, accounts receivable, prepaid rent, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, current portion of long-term debt, convertible notes and other current liabilities approximates carrying value due to the relatively short maturity of the instruments. The carrying value of Sonder’s long-term debt approximates fair value because it bears interest at 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 (expense), net, on the condensed consolidated statements of operations and comprehensive loss. Sonder has established a fair value hierarchy used to determine the fair value of its financial instruments as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 —Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3 —Unobservable inputs for which there is little or no market data that is significant to the fair value of the assets or liabilities. Consideration is given to the risk inherent in the valuation technique and the inputs to the model. 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. Sonder did not ha ve any assets or liabilities classified under Level 1 or Level 2 fair value measurements as of December 31, 2020 and 2019. The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 December 31, 2020 2019 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 1,140 $ 822 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 There were no transfers of financial instruments between valuation levels during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, Sonder did not have o bservable inputs for the valuation of its preferred stock warrant liabilities. The fair value of the preferred stock warrant liabilities are based in part on aggregate equity value indications, consistent with the analysis for Sonder’s common stock valuation using the option pricing method. The significant unobservable input used in the fair value measurement of the redeemable convertible preferred stock warrant liability is the fair value of the underlying preferred stock at the valuation measurement date. Generally, increases (decreases) in the fair value of the underlying preferred stock would result in a directionally similar impact to the fair value measurement. These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other income (expense), net, on the consolidated statements of operations and comprehensive loss. |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Furniture and fixtures $ 41,092 $ 38,863 Computers, equipment, and software 4,361 4,024 Internal-use software 7,023 7,232 Leasehold improvements 179 222 Property and equipment 52,655 50,341 Less accumulated depreciation (28,451) (20,239) Property and equipment, net $ 24,204 $ 30,102 Depreciation and amortization expense for the years ended December 31, 2020 and 2019 was $17.0 million and $11.2 million, respectively. For the year ended December 31, 2020, Sonder disposed $12.7 million of property and |
Debt_2
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Notes On March 12, 2021, pursuant to a note purchase agreement, Sonder issued the Convertible Notes to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the sale of the Convertible Notes were approximately $162.4 million, after deducting issuance costs of $2.6 million. The Convertible Notes are subordinated obligations of Sonder, and interest is payable annually at a rate of 1.00% per annum. The Convertible Notes will mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes are convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events. Automatic Conversion The Convertible Notes will convert automatically upon the occurrence of the following events: • Qualified Financing Conversion: If Sonder receives aggregate gross proceeds of at least $50.0 million in the next round of preferred stock financing on or prior to the maturity date (Qualified Financing), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted at the closing of such financing into shares of the preferred stock issued in such financing. • Qualified IPO Conversion: If Sonder closes an initial public offering with gross proceeds not less than $50.0 million on or prior to the maturity date (Qualified IPO), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted into Sonder’s common shares. • Qualified Public Transaction Conversion – Qualified SPAC: If the closing of an acquisition transaction with a publicly listed special purpose acquisition company or its subsidiary with not less than $200 million in available cash in its escrow or trust account occurs on or prior to the maturity date (Qualified SPAC), the outstanding principal and accrued and unpaid interest of the Convertible Notes shall be automatically converted into Sonder’s common stock. The conversion rate for each of the above scenarios is the following: • Qualified Financing Conversion: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis immediately prior to the closing of the next round preferred stock financing, and (ii) 87.5% of the lowest price per share paid by the investors purchasing the preferred stock issued in such financing in cash (Financing Conversion Price). • Qualified IPO Conversion: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the price to the public in the Qualified IPO. • Qualified Public Transaction Conversion – Qualified SPAC: the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the amount obtained by dividing the enterprise value of Sonder by the number of outstanding shares of Sonder’s common stock on a fully diluted basis. Conversion at the Option of the Holder If, on or prior to the maturity date, Sonder’s next round of preferred stock financing is not a Qualified Financing, at the investors’ election, all or any portion of the outstanding principal and accrued and unpaid interest of the Convertible Notes may be converted into the preferred shares issued in such financing at the Financing Conversion Price. Conversion at the Option of Sonder At Sonder’s election, the outstanding principal and accrued and unpaid interest of the Convertible Notes may be converted on the maturity date into shares of Sonder’s then most senior series of preferred stock at a conversion price equal to $12.3819. Events of Default and Change in Control The Convertible Notes will become due in the occurrence of an event of default. In addition, upon the occurrence of a change in control, the holder will have the option to demand payment of the Convertible Notes or convert the outstanding principal amount of the Convertible Notes and accrued and unpaid interest into shares of Sonder’s most senior series of preferred stock at a price per share equal to the lesser of (i) $2.3 billion divided by the number of outstanding shares of Sonder’s common stock on a fully diluted basis, and (ii) 87.5% of the amount obtained by dividing the enterprise value by the number of outstanding shares of Sonder’s common stock on a fully diluted basis. Recognition As the Convertible Notes contain a share-settled redemption feature in the case of a Qualified Financing Conversion, Qualified IPO Conversion, Qualified SPAC Conversion, Non-Qualified Financing Conversion, or in the occurrence of a change in control, Sonder identified this feature as an embedded derivative that requires bifurcation from the host instrument (Share-settled Redemption Feature). The Convertible Notes were separated into debt and the Share-settled Redemption Feature components and assigned a fair value. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the Share-settled Redemption Feature. The difference between the cash proceeds and this estimated fair value represents the value which has been assigned to the Share-settled Redemption Feature and recorded as a debt discount. The debt discount is being amortized using the effective interest method over the period from the date of issuance through the maturity date. The initial debt component of the Convertible Notes was valued at $119.8 million, based on the contractual cash flows discounted at an appropriate market rate for non-convertible debt at the date of issuance, net of issuance costs. The fair value of the Share-settled Redemption Feature was initially valued at $45.2 million and was recorded as a debt discount in the balance sheets and is amortized over the term of the debt. As of September 30, 2021, the fair value of the Share-settled Redemption Feature was $37.3 million. The change in fair value of the Share-settled Redemption Feature is recognized as a component of other income (expense), net, on the statements of operations and comprehensive loss. The following table outlines the effective interest rate, contractually stated interest expense, and costs related to the amortization of the discount for the Convertible Notes (in millions except for effective interest rate): Three Months Ended Nine Months Ended Effective Interest Rate 35.83 % 35.83 % Contractually Stated Interest Expense $ 0.4 $ 0.9 Amortization of discount $ 11.7 $ 24.3 Term Loans 2018 Loan and Security Agreement In December 2018, Sonder entered into a loan and security agreement (the 2018 Loan and Security Agreement) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million, which was divided into three different parts, each subject to certain terms and conditions. Multiple promissory notes can be issued under each part and under various advance options up to the aggregate commitment amount. Outstanding balances may be repaid prior to maturity subject to an applicable prepayment premium. The 2018 Loan and Security Agreement provides for a lien on substantially all of the assets of Sonder and certain of its subsidiaries. The 2018 Loan and Security Agreement is subordinated in right of payment and with respect to lien priority to Sonder’s 2020 Credit Facility (described below). The 2018 Loan and Security Agreement contains customary affirmative and negative covenants, such as those governing financial statement reporting requirements and maintenance of insurance, incurring additional indebtedness, granting of liens, merging or consolidating with other companies or selling its assets, paying dividends, making redemptions and repurchases of stock, making investments, loans and acquisitions, changing the nature of its business or engaging in transactions with affiliates. In December 2018, Sonder executed a $25.0 million promissory note (the 2018 Promissory Note ) under part 1 of the 2018 Loan and Security Agreement. The interest rate on the 2018 Promissory Note is the prime rate (as defined in the 2018 Loan and Security Agreement) plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to a floor of 4.75%. The term loan under the 2018 Promissory Note includes an end of term payment for an amount equal to 5.25% of the principal amount. Final repayment is due on June 30, 2022. A facility fee of $0.3 million was due on the closing date of the 2018 Promissory Note. The $25.0 million was fully drawn as of December 31, 2019. In December 2019, Sonder amended the 2018 Loan and Security Agreement to increase the aggregate borrowing capacity to $65.0 million (with an additional $10.0 million of loan commitments available at the discretion of the lenders), which is divided into five parts each subject to certain terms and conditions. In March 2020, Sonder executed multiple promissory notes (the 2020 Promissory Notes ) under part 2 and part 3 of the 2018 Loan and Security Agreement for an aggregate amount of $25.0 million. The interest rate on the 2020 Promissory Notes is the prime rate plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to floor of 4.50%. The term loans under the 2020 Promissory Notes include an end of term payment for an amount equal to 4.75% of the principal amount. Final repayment is due on March 31, 2024. The $25.0 million was fully drawn under the term loan as of December 31, 2020. The 2018 Loan and Security Agreement includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults, change of control defaults and a material adverse change default. Upon the occurrence of an event of default under the 2018 Loan and Security Agreement, the lenders have the right to terminate their commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 5%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of September 30, 2021, the total long-term debt on the condensed consolidated balance sheet was $12.7 million, consisting of unpaid principal balances of $13.5 million in term loans, net of $0.7 million in deferred issuance costs. As of December 31, 2020, the total long-term debt on the condensed consolidated balance sheet was $25.0 million, consisting of $26.2 million of unpaid principal balance, net of the $1.2 million of deferred loan issuance costs. Unused commitments under the 2018 Loan and Security Agreement as of both September 30, 2021 and December 31, 2020 were $15.0 million. Interest expense for the Term Loans totaled $1.0 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and was recorded in other expense (income), net on the condensed consolidated statements of operations and comprehensive loss. Interest expense for the Term Loans totaled $3.7 million and $4.3 million for the nine months ended September 30, 2021 and 2020, respectively, and was recorded in other expense (income), net on the condensed consolidated statements of operations and comprehensive loss. Future minimum principal repayments on the Term Loans are $5.1 million, $14.9 million, $9.0 million, and $2.4 million for 2021, 2022, 2023 and 2024, respectively. Credit Facility 2020 Credit Facility In February 2020, Sonder entered into a revolving credit agreement (the 2020 Credit Facility ) that provides an aggregate revolving capacity of $50.0 million, which may be borrowed as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility may be Base Rate Loans or Eurodollar Rate Loans, plus a margin of 2.00% per annum. The 2020 Credit Facility includes (i) a letter of credit fee for each letter of credit equal to 1.50% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.25% times the actual daily amount by which the aggregate commitments provided by facility exceed the sum of the outstanding amount of loans and letters of credit. All outstanding loan balances are due on February 21, 2023, the maturity date for the credit facility. Outstanding balances may be repaid prior to maturity without penalty. The extensions of credit under the 2020 Credit Facility are guaranteed by certain of its subsidiaries and secured on a senior basis by a lien on substantially all of Sonder’s and certain of its subsidiaries’ assets. The 2020 Credit Facility contains customary affirmative covenants, such as financial statement reporting requirements and maintenance of insurance, as well as customary negative covenants, such as restrictions on Sonder’s ability to incur debt and liens, make investments, dispose of assets, pay dividends and repurchase stock, enter into transactions with affiliates and undergo fundamental changes such as dissolution or disposal of assets except so long as no default exists. The 2020 Credit Facility, as amended, provides for a minimum EBITDA covenant and a covenant to maintain liquidity at least equal to the amount outstanding under the 2020 Credit Facility; provided that if liquidity is less than the amount outstanding plus $25.0 million, Sonder must provide cash collateral equal to 105% of the amount outstanding. The 2020 Credit Facility also includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults and change of control defaults. Upon the occurrence of an event of default under the 2020 Credit Facility, the lender has the right to terminate its commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 2%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of September 30, 2021, Sonder was in compliance with all financial covenants and there were no borrowings outstanding on the 2020 Credit Facility, and outstanding letters of credit totaled $24.2 million. 2020 Québec Credit Facility In December 2020, a Canadian subsidiary of Sonder entered into an agreement (the 2020 Québec Credit Facility ) with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan of CAD $5.0 million referred to as a conditional-refund financial contribution (the CRFC ), which Sonder is not obligated to repay if it satisfies certain milestones relating to the Project (as defined below). The 2020 Québec Credit Facility provides an incentive for expanding Sonder’s operations in Canada (the “ Project” ), including establishing Sonder’s Canadian head office and increasing Sonder’s payroll there starting January 1, 2021. The disbursements of the loan and CRFC are based on a percentage of the increase in the accrued and paid gross payroll. The loan and the CRFC will bear interest at a fixed rate of 6% per year for a period of 10 years starting from the first date of the loan disbursement. The amount of principal and accrued and capitalized interest on the CRFC that Sonder must repay can be reduced up to $5.0 million if Sonder achieves certain milestones, including job creation and preservation and cumulative gross payroll milestones. In the event that Sonder does not complete the Project, the outstanding loan and CRFC and related interest become immediately due. An assessment fee of CAD $0.3 million was paid upon acceptance of the credit facility. The 2020 Québec Credit Facility is secured by a lien on substantially all of the subsidiary’s assets and is guaranteed by Sonder. The 2020 Québec Credit Facility contains customary affirmative covenants, such as maintenance requirement of the subsidiary’s operations in Québec, maintenance and creation of jobs in Québec, and financial statement reporting requirements, as well as customary negative covenants, such as declare dividends, voluntary dissolution or liquidation and relocating substantial portion of its assets outside of Québec without prior written approval. As of September 30, 2021, Sonder was in compliance with all financial covenants, and there were no borrowings or CRFC outstanding on the 2020 Québec Credit Facility. Restricted Cash Throughout 2021 and 2020, Sonder entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit cards programs. As of September 30, 2021 and December 31, 2020, Sonder had $0.2 million and $1.6 million, respectively, of cash collateral which was considered to be restricted cash. Credit Facilities 2016 Loan and Security Agreement In October 2016, Sonder entered into a $3.0 million loan and security agreement (the 2016 Loan and Security Agreement ). The interest rate on the 2016 Loan and Security Agreement was the prime rate published in the Wall Street Journal, plus 1% per annum, computed monthly on the applicable interest payment date. Final repayment was due on the earlier of the maturity date of September 1, 2021 or March 1, 2022, dependent on Sonder achieving certain milestones. Amounts borrowed were collateralized by Sonder’s assets. In January 2018, Sonder amended the 2016 Loan and Security Agreement to increase its credit limit to $7.0 million. The 2016 Loan and Security Agreement has been fully repaid and terminated for the year ended December 31, 2019. Interest expense for the 2016 Term Loan totaled $0.3 million for the year ended December 31, 2019. 2018 Loan and Security Agreement In December 2018, Sonder entered into a loan and security agreement (the 2018 Loan and Security Agreement) with certain venture lenders that provided aggregate borrowing capacity of $50.0 million, which was divided into three different parts, each subject to certain terms and conditions. Multiple promissory notes can be issued under each part and under various advance options up to the aggregate commitment amount. Outstanding balances may be repaid prior to maturity subject to an applicable prepayment premium. The 2018 Loan and Security Agreement provides for a lien on substantially all of the assets of Sonder and certain of its subsidiaries. The 2018 Loan and Security Agreement is subordinated in right of payment and with respect to lien priority to Sonder’s 2020 Credit Facility (described below). The 2018 Loan and Security Agreement contains customary affirmative and negative covenants, such as those governing financial statement reporting requirements and maintenance of insurance, incurring additional indebtedness, granting of liens, merging or consolidating with other companies or selling its assets, paying dividends, making redemptions and repurchases of stock, making investments, loans and acquisitions, changing the nature of its business or engaging in transactions with affiliates. In December 2018, Sonder executed a $25.0 million promissory note (the 2018 Promissory Note ) under part 1 of the 2018 Loan and Security Agreement. The interest rate on the 2018 Promissory Note is the prime rate (as defined in the 2018 Loan and Security Agreement) plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to a floor of 4.75%. The term loan under the 2018 Promissory Note includes an end of term payment for an amount equal to 5.25% of the principal amount. Final repayment is due on June 30, 2022. A facility fee of $0.3 million was due on the closing date of the 2018 Promissory Note. The $25.0 million was fully drawn as of December 31, 2019. In December 2019, Sonder amended the 2018 Loan and Security Agreement to increase the aggregate borrowing capacity to $65.0 million (with an additional $10.0 million of loan commitments available at the discretion of the lenders), which is divided into five parts each subject to certain terms and conditions. In March 2020, Sonder executed multiple promissory notes (the 2020 Promissory Notes ) under part 2 and part 3 of the 2018 Loan and Security Agreement for an aggregate amount of $25.0 million. The interest rate on the 2020 Promissory Notes is the prime rate plus 5.75% per annum, computed daily and payable on the applicable interest payment date. The prime rate is subject to floor of 4.50%. The term loans under the 2020 Promissory Notes include an end of term payment for an amount equal to 4.75% of the principal amount. Final repayment is due on March 31, 2024. The $25.0 million was fully drawn under the term loan as of December 31, 2020. The 2018 Loan and Security Agreement includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults, change of control defaults and a material adverse change default. Upon the occurrence of an event of default under the 2018 Loan and Security Agreement, the lenders have the right to terminate their commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 5%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. 2020 Credit Facility In February 2020, Sonder entered into a revolving credit agreement (the 2020 Credit Facility ) that provides an aggregate revolving capacity of $50.0 million, which may be borrowed as revolving loans or used for the issuance of letters of credit. Loans under the 2020 Credit Facility may be Base Rate Loans or Eurodollar Rate Loans, plus a margin of 2.00% per annum. The 2020 Credit Facility includes (i) a letter of credit fee for each letter of credit equal to 1.50% per annum times amount available to be drawn under such letter of credit and (ii) a non-use fee equal to 0.25% times the actual daily amount by which the aggregate commitments provided by facility exceed the sum of the outstanding amount of loans and letters of credit. All outstanding loan balances are due on February 21, 2023, the maturity date for the credit facility. Outstanding balances may be repaid prior to maturity without penalty. The extensions of credit under the 2020 Credit Facility are guaranteed by certain of its subsidiaries and secured on a senior basis by a lien on substantially all of Sonder’s and certain of its subsidiaries’ assets. The 2020 Credit Facility contains customary affirmative covenants, such as financial statement reporting requirements and maintenance of insurance, as well as customary negative covenants, such as restrictions on Sonder’s ability to incur debt and liens, make investments, dispose of assets, pay dividends and repurchase stock, enter into transactions with affiliates and undergo fundamental changes such as dissolution or disposal of assets except so long as no default exists. The 2020 Credit Facility, as amended, provides for a minimum EBITDA covenant and a covenant to maintain liquidity at least equal to the amount outstanding under the 2020 Credit Facility; provided that if liquidity is less than the amount outstanding plus $25.0 million, Sonder must provide cash collateral equal to 105% of the amount outstanding. The 2020 Credit Facility also includes customary events of default, including, among other things, payment defaults, covenant defaults, breach of representations and warranties, cross-defaults to other material debt, bankruptcy and insolvency events of default, judgment defaults and change of control defaults. Upon the occurrence of an event of default under the 2020 Credit Facility, the lender has the right to terminate its commitments to provide additional loans, declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, increase the applicable interest rates by 2%, and exercise rights and remedies, including by way of initiating foreclosure proceedings against the collateral securing the obligations under the agreement. As of December 31, 2020, Sonder was in compliance with all financial covenants and there were no borrowings of loans outstanding on the 2020 Credit Facility, and outstanding letters of credit under the 2020 Credit Facility totaled $20.0 million. 2020 Québec Credit Facility In December 2020, a Canadian subsidiary of Sonder entered into an agreement (the 2020 Québec Credit Facility ) with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan of CAD $5.0 million referred to as a conditional-refund financial contribution (the CRFC ), which Sonder is not obligated to repay if it satisfies certain milestones relating to the Project (as defined below). The 2020 Québec Credit Facility provides an incentive for expanding Sonder’s operations in Canada (the “ Project” ), including establishing Sonder’s Canadian head office and increasing Sonder’s payroll there starting January 1, 2021. The disbursements of the loan and CRFC are based on a percentage of the increase in the accrued and paid gross payroll. The loan and the CRFC will bear interest at a fixed rate of 6% per year for a period of 10 years starting from the first date of the loan disbursement. The amount of principal and accrued and capitalized interest on the CRFC that Sonder must repay can be reduced up to $5.0 million if Sonder achieves certain milestones, including job creation and preservation and cumulative gross payroll milestones. In the event that Sonder does not complete the Project, the outstanding loan and CRFC and related interest become immediately due. An assessment fee of CAD $0.3 million was paid upon acceptance of the credit facility. The 2020 Québec Credit Facility is secured by a lien on substantially all of the subsidiary’s assets and is guaranteed by Sonder. The 2020 Québec Credit Facility contains customary affirmative covenants, such as maintenance requirement of the subsidiary’s operations in Québec, maintenance and creation of jobs in Québec, and financial statement reporting requirements, as well as customary negative covenants, such as declare dividends, voluntary dissolution or liquidation and relocating a substantial portion of its assets outside of Québec without prior written approval. As of December 31, 2020, the Canadian subsidiary of Sonder was in compliance with all covenants, and there were no borrowings or CRFC outstanding on the 2020 Québec Credit Facility. As of December 31, 2020, the total long-term debt on the consolidated balance sheet was $25.0 million, consisting of $26.2 million of unpaid principal balance, net of the $1.2 million of deferred loan issuance costs. As of December 31, 2019, the total long-term debt on the consolidated balance sheet was $18.3 million, consisting of $19.2 million of unpaid principal balance, net of the $0.9 million of deferred loan issuance costs. Unused commitments under the 2018 Loan and Security Agreement as of December 31, 2020 and 2019 were $15.0 million and $40.0 million, respectively. Interest expense totaled $5.2 million and $3.4 million for the years ended December 31, 2020 and 2019, respectively and was recorded in interest expense, net on the consolidated statements of operations and comprehensive loss. Future minimum principal repayments on the loans under the 2018 Loan and Security Agreement are $17.0 million, $14.9 million, $9.0 million, and $2.4 million for the years ending December 31, 2021, 2022, 2023 and 2024, respectively. Restricted Cash Throughout 2020 and 2019, Sonder entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit cards programs. As of December 31, 2020 and 2019, Sonder had $1.6 million and $3.3 million, respectively, of cash collateral under these programs, which was considered to be restricted cash. |
Preferred Stock Warrants_2
Preferred Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Preferred Stock Warrants | Preferred Stock Warrants Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of these warrants are convertible into common stock at the ratios described in Note 10. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the condensed consolidated balance sheets and amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The change in fair value of the Series A warrant liability was not material for the three months ended September 30, 2021 and 2020. The fair value of the Series A warrant liability increased $0.3 million in the nine months ended September 30, 2021. The change in the fair value of the Series A warrant liability was not material for the nine months ended September 30, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The change in the fair value of the Series B warrant liability was not material for the three months ended September 30, 2021 and September 30, 2020. The fair value of the Series B warrant liability increased $0.2 million in the nine months ended September 30, 2021. The change in the fair value of the Series B warrant liability was not material for the nine months ended September 30, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 5. Debt Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.1 million in the three months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the three months ended September 30, 2020. The fair value of the Series C warrant liability increased $0.8 million in the nine months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the nine months ended September 30, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 5. Debt, Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The fair value of the Series D warrant liability was not material in the three months ended September 30, 2021 and 2020. The fair value of the Series D warrant liability increased $0.1 million and $0.1 million in the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, Sonder is authorized to issue 143,234,881 shares of its common stock, with a par value per share of $0.000001. Sonder is also authorized to issue 173,803,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of the warrants are convertible into common stock at the ratios described in Note 12. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the consolidated balance sheets and are amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The fair value of the Series A warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series A warrant liability was not material for the year ended December 31, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series B warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series B warrant liability was not material for the year ended December 31, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 7. Debt, Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.4 million for the year ended December 31, 2019. The change in fair value of the Series C warrant liability was not material for the year ended December 31, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 7. Debt , Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The change in fair value of the Series D warrant liability was not material during the year ended December 31, 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. Sonder is also authorized to issue 159,303,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. As of December 31, 2020 and 2019, Sonder has reserved the following shares of common stock for future issuance: December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. Equity Incentive Plans 2013 Stock Option and Grant Plan In February 2015, Sonder adopted the 2013 Stock Option and Grant Plan (the “ 2013 Plan” ) pursuant to which the Board of Directors may grant incentive stock options (“ISOs”) to purchase shares of Sonder’s common stock, nonstatutory stock options (“NSOs”) to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, and restricted stock units (RSUs). As of December 31, 2020, the 2013 Plan was amended and no shares of common stock have been reserved for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. 2019 Equity Incentive Plan In December 2019, Sonder adopted the 2019 Equity Incentive Plan (the “ 2019 Plan” ) pursuant to which the Board of Directors may grant ISOs to purchase shares of Sonder’s common stock, NSOs to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, RSUs, stock appreciation rights, performance stock units, and performance stock awards. As of December 31, 2020, the 2019 Plan reserved 845,650 shares of common stock for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. |
Leases_2
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Sonder leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2039. Sonder is required to pay property taxes, insurance and maintenance costs for certain of these facilities. Future minimum lease payments under non-cancelable operating leases as of September 30, 2021, are as follows (in thousands): Amount remaining three months of 2021 $ 54,139 2022 282,410 2023 363,491 2024 399,423 2025 404,312 Thereafter 1,873,380 Total minimum future lease payments $ 3,377,155 Sonder does not have material lease receivables from noncancellable lease contracts that would reduce the total minimum future lease payments. Rental expense for operating leases for the three months ended September 30, 2021 and 2020 was $46.9 million and $23.6 million, respectively, of which $45.0 million and $21.7 million, respectively, is recognized in cost of revenues, $1.1 million and $0.8 million, respectively, in operations and support, and $0.8 million and $1.1 million, respectively, in general and administrative. Rental expense for operating leases for the nine months ended September 30, 2021 and 2020 was $125.5 million and $96.3 million, respectively, of which $119.2 million and $90.3 million, respectively, is recognized in cost of revenues, $3.8 million and $1.5 million, respectively, in operations and support, and $2.5 million and $4.5 million, respectively, in general and administrative. Sonder leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2035. Sonder is required to pay property taxes, insurance and maintenance costs for certain of these facilities. Future minimum lease payments under non-cancelable operating leases as of December 31, 2020, are as follows (in thousands): Years Ended December 31, Amount 2021 $ 200,157 2022 274,010 2023 317,339 2024 322,268 2025 296,205 Thereafter 1,117,893 Total minimum future lease payments $ 2,527,872 Sonder does not have material lease receivables from noncancellable lease contracts that would reduce the total minimum future lease payments. Rent expense for operating leases for the years ended December 31, 2020 and 2019 was $133.1 million and $116.2 million, respectively, of which $124.8 million and $109.5 million, respectively, is recognized in cost of revenue, $2.8 million and $2.6 million, respectively in operations and support, and $5.5 million and $4.1 million, respectively, in general and administrative in the consolidated statements of operations and comprehensive loss. Exit cost of terminated leases was $5.5 million for the year ended December 31, 2020 and immaterial for the year ended December 31, 2019. |
Commitments and contingencies_2
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies Surety Bonds A portion of Sonder’s leases are supported by surety bonds provided by affiliates of certain insurance companies. As of September 30, 2021, Sonder had commitments from six surety providers in the amount of $56.4 million, of which $32.0 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On September 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $1.1 million and $0.6 million in the condensed consolidated balance sheet as of September 30, 2021 and the condensed consolidated balance sheet December 31, 2020, respectively. Sonder’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Surety Bonds A portion of Sonder’s leases are supported by surety bonds. As of December 31, 2020, Sonder had assembled commitments from five surety providers in the amount of $46.2 million, of which $23.9 million was outstanding and was an off-balance sheet arrangement. 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 Sonder’s corporate credit rating. Legal and Regulatory Matters Sonder 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, Sonder is not currently a party to any litigation or legal proceedings that, in the opinion of Sonder’s management, are likely to have a material adverse effect on Sonder’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on Sonder because of defense and settlement costs, diversion of management resources, possible restrictions on our business as a result of settlement or adverse outcomes, and other factors. In late February 2020, Sonder was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 20 Broad Street, New York, NY (the “ Broad Street Property ”). Due to the failure of the owner of the Broad Street Property (the “ Broad Street Landlord ”) to address the Legionella bacteria contamination and the associated health risks posed to Sonder’s guests, Sonder withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc. and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. Sonder 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 are set for December 21, 2021. Sonder intends to vigorously defend itself and believes that the claims of the 20 Broad Street Landlord are without merit. Sonder establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent Sonder’s best estimate of probable losses. Sonder has recorded an estimated accrual of $0.6 million in the consolidated balance sheet as of December 31, 2020 and did not record an estimated accrual in the consolidated balance sheet as of December 31, 2019, respectively. Sonder’s views and estimates related to these matters may change in the future as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, Sonder believes the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on Sonder’s business, results of operations, financial condition, or cash flows. |
Guarantees and Indemnificatio_2
Guarantees and Indemnifications | 9 Months Ended |
Sep. 30, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Guarantees and Indemnifications | Guarantees and Indemnification Indemnifications Sonder has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (the Bylaws ) require Sonder to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require Sonder to advance expenses incurred by its directors. No demands have been made upon Sonder to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that Sonder is aware of that could have a material adverse effect on its business, results of operations, financial condition, or cash flows. In the ordinary course of business, Sonder 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 significant costs have been incurred, either individually or collectively, in connection with Sonder’s indemnification provisions. Indemnifications Sonder has entered into indemnification agreements with all of its directors. The indemnification agreements require Sonder to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements require Sonder to advance expenses incurred by its directors. No demands have been made upon Sonder to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that Sonder believes could have a material adverse effect on its business, results of operations, financial condition, or cash flows. |
Exchangeable shares and redee_2
Exchangeable shares and redeemable convertible preferred stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Exchangeable shares and redeemable convertible preferred stock | Exchangeable shares and redeemable convertible preferred stock Exchangeable Shares In connection with the corporate inversion in 2019 as discussed in Note 1. Description of Business and Summary of Significant Accounting Policies, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares for corresponding stock of Sonder Holdings Inc., or (b) holders of Exchangeable Shares of Sonder Canada Inc. and holders of Special Voting Stock of Sonder Holdings Inc. by converting their Sonder Canada Inc. shares into Exchangeable Shares and subscribing for an equal number of shares of Special Voting Stock of Sonder Holdings Inc. The Exchangeable Shares are non-voting participating shares of Sonder Canada Inc. with economic rights that are substantially equivalent to those of the corresponding stock of Sonder Holdings Inc. The Exchangeable Shares can be exchanged into corresponding stock of Sonder Holdings Inc. at the request of the holder and upon certain other circumstances. As the Exchangeable Shares are non-voting shares of Sonder Canada Inc., the holders of Exchangeable Shares are not entitled to receive notice or attend any meeting of the shareholders of Sonder Canada Inc. or to vote at any such meeting, except as required by applicable law or in respect of certain matters relating to the Exchangeable Shares as set out in the articles of Sonder Canada Inc. In the context of the corporate inversion, Sonder Canada Inc. subscribed for Special Voting Stock on behalf of the shareholders of Sonder Canada Inc. who received Exchangeable Shares. The Special Voting Stock enables the holders of Exchangeable Shares to exercise voting rights alongside the Delaware stockholders. The Special Voting Stock is not entitled to receive dividends and does not participate in any distribution of Sonder’s assets pursuant to Sonder Holdings Inc.’s certificate of incorporation, and must be redeemed upon the occurrence of an exchange of Exchangeable Shares for corresponding stock of Sonder Holdings Inc. The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The preferred stock are classified by (i) Senior Preferred Stock, consisting of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, consisting of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a “ Liquidation Event ”): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, or the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise. Classification Sonder classifies its redeemable convertible preferred stock as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of shares of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series E redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the redeemable convertible preferred stock other than the Series C, the Series C-1, the Series D, the Series D-1, and the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the outstanding redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (b) with respect to the Series C and Series C-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series C, Series C-1 and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (c) with respect to the Series D and Series D-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series D, Series D-1 and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, and (d) with respect to the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding shares of Series E and Special Voting Series D stock, voting together as a single class, for each (a), (b), (c), and (d) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Preferred Stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of the outstanding shares of Preferred Stock and Special Voting Investor Series Stock (calculated on an as-if-converted to Common Stock or Special Voting Series AA Stock basis, as applicable, and voting together as a single class), which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s board of directors. Holders of Series C redeemable convertible preferred stock and Special Voting Series C stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series C redeemable convertible preferred stock, Series C-1 redeemable convertible preferred stock and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affects the special rights of the holders of Series C or Series C-1 redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C or Series C-1 redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series D redeemable convertible preferred stock, Series D-1 redeemable convertible preferred stock and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series D or Series D-1 redeemable convertible preferred stock and a change in the total number of authorized shares of Series D or Series D-1 redeemable convertible preferred stock. Holders of Series E redeemable convertible preferred stock and Special Voting Series E stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series E redeemable convertible preferred stock and Special Voting Series E stock, voting together as a single class, to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series E redeemable convertible preferred stock and a change in the total number of authorized shares of Series E redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the board of directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. Redemption Rights The holders of the outstanding shares of redeemable convertible preferred stock do not have redemption rights; however, as noted above, Sonder’s certificate of incorporation provides that upon any voluntary or involuntary liquidation, dissolution or winding up of Sonder or Deemed Liquidation Event such shares will be entitled to receive the applicable Liquidation Amount. Preferred Stock Warrants As described above in Note 6. Preferred Stock Warrants, in connection with Sonder’s loan and security agreements, Sonder issued warrants to purchase Series A, Series B, Series C, and Series D preferred shares. Exchangeable Shares In connection with the corporate inversion in December 2019, as discussed in Note 1. Description of Business, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares, or (b) holders of Exchangeable Shares of Sonder Canada and holders of Special Voting Stock of Sonder Holdings Inc. The holders of Exchangeable Shares do not have any rights as shareholders of Sonder Canada with respect to voting rights and rights to attend shareholder meetings. Further, Sonder Holdings Inc. issued one share of Special Voting Stock for each share of Exchangeable Share. The Special Voting Stock is designed to provide Sonder Canada Inc.’s shareholders who hold Exchangeable Shares with voting rights in Sonder Holdings Inc., consistent with those of the same class of share of Delaware preferred stockholders. The shares of Special Voting Stock are not entitled to receive dividends and do not participate in any distribution of Sonder’s assets pursuant to its certificate of incorporation. The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 The redeemable preferred stock are classified by (i) Senior Preferred Stock, comprising of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, comprising of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a Liquidation Event ): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise Classification Sonder classifies its redeemable convertible preferred stock and exchangeable preferred shares as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series D redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the convertible preferred stock other than the Series C and Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, (b) with respect to the Series C redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series C and Special Voting Series C stock, voting together as a single class and (c) with respect to the Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series D and Special Voting Series D stock, voting together as a single class, for each (a), (b) and (c) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Series Seed 1, Series Seed 2, Series Seed 3, Series A, Series B, Series C, Series D redeemable convertible preferred stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of convertible holders of preferred stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of Series A redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s Board of Directors. Holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C stock, voting together as a single class, are entitled to elect one member to the Board of Directors and are entitled to certain protective provisions, which require a majority of holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affects the holders of Series C redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of holders of Series D redeemable convertible preferred stock and Special Voting Series D stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the holders of Series D redeemable convertible preferred stock and a change in the total number of authorized shares of Series D redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the Board of Directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. |
Common stock_2
Common stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common stock | Preferred Stock Warrants Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of these warrants are convertible into common stock at the ratios described in Note 10. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the condensed consolidated balance sheets and amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The change in fair value of the Series A warrant liability was not material for the three months ended September 30, 2021 and 2020. The fair value of the Series A warrant liability increased $0.3 million in the nine months ended September 30, 2021. The change in the fair value of the Series A warrant liability was not material for the nine months ended September 30, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The change in the fair value of the Series B warrant liability was not material for the three months ended September 30, 2021 and September 30, 2020. The fair value of the Series B warrant liability increased $0.2 million in the nine months ended September 30, 2021. The change in the fair value of the Series B warrant liability was not material for the nine months ended September 30, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 5. Debt Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.1 million in the three months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the three months ended September 30, 2020. The fair value of the Series C warrant liability increased $0.8 million in the nine months ended September 30, 2021. The change in the fair value of the Series C warrant liability was not material for the nine months ended September 30, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 5. Debt, Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the condensed consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the condensed consolidated statements of operations. The fair value of the Series D warrant liability was not material in the three months ended September 30, 2021 and 2020. The fair value of the Series D warrant liability increased $0.1 million and $0.1 million in the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, Sonder is authorized to issue 143,234,881 shares of its common stock, with a par value per share of $0.000001. Sonder is also authorized to issue 173,803,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 The shares of preferred stock issuable upon exercise of the warrants are convertible into common stock at the ratios described in Note 12. Exchangeable shares and redeemable convertible preferred stock. The warrants are recorded as a discount to long-term debt in the consolidated balance sheets and are amortized over the term of the related debt. Series A Warrants In connection with the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 59,440 shares of Series A preferred shares with an exercise price of $1.36 per share (Series A warrants). The warrants expire on October 20, 2026, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The fair value of the Series A warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series A warrant liability was not material for the year ended December 31, 2020. Series B Warrants In connection with the January 2018 amendment to the 2016 Loan and Security Agreement, Sonder issued warrants to purchase 57,696 shares of Series B preferred shares with an exercise price of $2.40 per share (Series B warrants). The warrants expire on January 30, 2028, and the exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series B warrant liability increased $0.1 million for the year ended December 31, 2019. The change in fair value of the Series B warrant liability was not material for the year ended December 31, 2020. Series C Warrants In connection with the 2018 Loan and Security Agreement as discussed in Note 7. Debt, Sonder issued warrants to purchase 238,274 shares of Series C preferred stock with an exercise price of the lower of (i) $5.04 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (the “Series C warrants”). The number of shares is subject to adjustment based on Sonder meeting certain borrowing thresholds. The warrants are available for the greater of (i) 7 years from December 28, 2018 or (ii) 5 years from the effective date of an IPO or any reverse takeover transaction under a prospectus, filing statement, registration statement, or other similar document filed under applicable securities laws whereby Sonder’s shares are sold to the public on a securities exchange. The exercise price can be settled in cash or in net shares at the holder’s option. In December 2019, Sonder amended its Series C warrant agreements as a result of Sonder reaching the borrowing thresholds in the original warrant agreements. The warrant agreements were amended to purchase 218,417 shares of Series C preferred stock. All other terms under the original warrant agreements remained the same. Sonder determined that the warrant amendments did not qualify as an extinguishment. The fair value of the Series C warrants at issuance was $0.2 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the Series C warrant liability increased $0.4 million for the year ended December 31, 2019. The change in fair value of the Series C warrant liability was not material for the year ended December 31, 2020. Series D Warrants In connection with the December 2019 amendment to the 2018 Loan and Security Agreement as discussed in Note 7. Debt , Sonder also issued additional warrants to purchase 71,456 shares of Series D preferred stock with an exercise price of the lower of (i) $10.50 and (b) the lowest per share price for which Sonder’s preferred stock is sold in the next round (Series D warrants). The number of shares is subject to adjustment based on warrant coverage amounts. The warrants are available for the greater of (i) 7 years from February 21, 2020 or (ii) 5 years from the effective date of an IPO or otherwise specified exit event. The exercise price can be settled in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $0.1 million and was recorded as a liability in other non-current liabilities on the consolidated balance sheets. The warrant liability is remeasured to fair value at each reporting date as long as the warrants remain outstanding and unexercised with changes in fair value recorded in other expense, net in the consolidated statements of operations and comprehensive loss. The change in fair value of the Series D warrant liability was not material during the year ended December 31, 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. Sonder is also authorized to issue 159,303,110 shares of redeemable convertible preferred stock and 35,192,637 shares of exchangeable shares, which are not included in the number of common shares authorized. As of December 31, 2020 and 2019, Sonder has reserved the following shares of common stock for future issuance: December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. Equity Incentive Plans 2013 Stock Option and Grant Plan In February 2015, Sonder adopted the 2013 Stock Option and Grant Plan (the “ 2013 Plan” ) pursuant to which the Board of Directors may grant incentive stock options (“ISOs”) to purchase shares of Sonder’s common stock, nonstatutory stock options (“NSOs”) to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, and restricted stock units (RSUs). As of December 31, 2020, the 2013 Plan was amended and no shares of common stock have been reserved for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. 2019 Equity Incentive Plan In December 2019, Sonder adopted the 2019 Equity Incentive Plan (the “ 2019 Plan” ) pursuant to which the Board of Directors may grant ISOs to purchase shares of Sonder’s common stock, NSOs to purchase shares of Sonder’s common stock, restricted stock awards, unrestricted stock awards, RSUs, stock appreciation rights, performance stock units, and performance stock awards. As of December 31, 2020, the 2019 Plan reserved 845,650 shares of common stock for issuance. Stock options must be granted with an exercise price equal to the stock’s fair value at the date of grant. Stock options generally have a 10-year contractual term and vest over a four-year period starting from the date specified in each agreement. |
Stockholders_ Deficit_2
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit Stock-based Compensation Expense Total stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations and support $ 639 $ 195 $ 1,579 $ 1,454 General and administrative 2,405 687 17,524 3,379 Research and development 475 136 1,016 993 Sales and marketing 54 2 55 3 Total stock-based compensation expense $ 3,573 $ 1,020 $ 20,174 $ 5,829 Sonder 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 recognized as they occur. Fair Value of Stock Options Sonder estimates the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of Sonder’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 calculated as based on the Sonder’s historical pattern of option exercise behavior and the period of time they are expected to be outstanding. The expected term for options granted to consultants is determined using the remaining contractual life. Expected Volatility — The expected volatility is based on the average volatility of similar public entities within Sonder’s peer group as Sonder’s stock has not been publicly trading for a long enough period to rely on its own expected volatility. Expected Dividends — The dividend assumption is based on Sonder’s historical experience. To date Sonder has not paid any dividends on its common stock. Risk-Free Interest Rate — The risk-free interest rate used in the valuation method 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 Sonder’s options. The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2020 Expected term (in years) 4.00 3.99 - 4.00 5.79 Expected volatility 64% 64% 63% - 67% Dividend yield —% —% —% Risk-free interest Rate 0.61% 0.41% - 0.61% 0.44% - 1.46% Weighted-average grant-date fair value per stock option $6.59 $4.54 - $6.59 $2.56 - $2.69 There were no options granted in the three months ended September 30, 2020. Performance and Market-based Equity Awards On November 15, 2019, the Sonder Board of Directors granted an award to Francis Davidson, Sonder’s CEO, for a total of 5,613,290 options, all of which Mr. Davidson fully exercised in December 2019 with a promissory note payable to Sonder in the amount of $24.6 million (the “Promissory Note”). Of the 5,613,290 total options, 2,041,197 options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-based Options”), subject to Mr. Davidson’s continuous employment and 3,572,093 options are performance-based (“CEO Performance Awards”), that vest as follows, subject to Mr. Davidson’s continuous employment at each such event (the “Performance Conditions”): • 1,530,897 performance awards upon an initial public offering (“IPO”) if Sonder reaches certain share price targets (the “IPO Condition”); • 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and • 1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The fair value of the 2,041,197 Service-based Options was estimated using the Black-Scholes-Merton pricing model. The grant date fair value of the Service-based Options was $3.2 million and is recognized on a straight-line basis over the term of the award. Sonder recognized $11.6 million in expense for the CEO Performance Awards in the nine months ended September 30, 2021. The promissory note for $24.6 million represents the aggregate exercise price for the 5,613,290 options that were exercised by Mr. Davidson. The promissory note bears interest at the rate of 2.00% per annum, compounding semiannually. The principal amounts and accrued interest are due upon the earlier of: (i) four years after the issuance, or on December 1, 2023; (ii) the transfer or sale of the shares by the employee without approval by Sonder; or (iii) an initial public offering or an acquisition of Sonder by a public company. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it is considered to be non-recourse for accounting purposes and thus was not recorded in the condensed consolidated balance sheets as a receivable. As of September 30, 2021 and December 31, 2020, the aggregate borrowings outstanding under the Promissory Note, including interest, were $25.6 million and $25.2 million, respectively. The aggregate outstanding principal amount and interest under the Promissory Note will be repaid in full prior to the consummation of the Business Combination. In the three months ended March 31, 2021, the CEO Performance Awards were modified to accelerate the vesting of the IPO Condition and the Qualified Financing Condition because the Sonder Board desired to reward Mr. Davidson in leading Sonder to perform above expectations given the worsened business conditions brought about by the unexpected COVID-19 pandemic, especially in the hospitality sector, and at the same time, engaging Sonder in potential strategic transactions valuing Sonder at increased valuations. While the vesting of the options under the Market Capitalization Condition were not accelerated by the Sonder Board, the Sonder Board approved a resolution clarifying that the Market Capitalization Condition would be eligible to vest in connection with a business combination with a special purpose acquisition company that otherwise achieves the applicable Market Capitalization Condition using an equivalent share price rather than the market capitalization. In the nine months ended September 30, 2021, Sonder recognized $11.6 million in stock-based compensation expense related to the acceleration of this vesting of the IPO Condition and the Qualified Financing Condition. The modification-date fair value of the CEO Performance Awards was estimated using a Monte Carlo simulation. The Monte Carlo simulation utilizes multiple input variables to estimate the probability that performance conditions will be achieved. These variables include Sonder’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, and the risk-free interest rate for the expected term of the award. Sonder recognizes compensation expense for its performance awards using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The modification-date fair value of the CEO Performance Awards as determined using the Monte Carlo simulation on the modification date was $3.0 million. Stock-based Compensation Expense Total stock-based compensation expense is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 1,171 $ 459 General and administrative 4,336 2,447 Operations and support 1,710 471 Sales and marketing 6 3 Total stock-based compensation expense $ 7,223 $ 3,380 As of December 31, 2020, there was $18.2 million of total unrecognized stock-based compensation expense related to outstanding unvested stock options expected to be recognized over a weighted-average period of 1.58 years. Sonder recognizes only the portion of the option award granted to employees, non-employees, officers, and directors that is ultimately expected to vest as compensation expense and elects to recognize gross share-based compensation expense with forfeitures recognized as they occur. Fair Value of Stock Options Sonder estimates the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of Sonder’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 calculated as the midpoint between the vesting date and the end of the contractual term of the options. The expected term for options granted to consultants is determined using the remaining contractual life. Expected Volatility —The expected volatility is based on the average volatility of similar public entities within Sonder’s peer group as Sonder’s stock has not been publicly trading for a long enough period to rely on its own expected volatility. Expected Dividends —The dividend assumption is based on Sonder’s historical experience. To date Sonder has not paid any dividends on its common stock. Risk-Free Interest Rate —The risk-free interest rate used in the valuation method 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 Sonder’s options. The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Years Ended December 31, 2020 2019 Expected term (in years) 5.79 5.00 - 6.25 Expected volatility 63% - 69% 33% - 35% Dividend yield —% —% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Weighted-average grant-date fair value per share $2.51 - $2.77 $1.47 - $1.62 Stock Option Activity Option activity under Sonder’s plans was as follows (in thousands, except per share and term in years): Options Outstanding Number of Weighted-Average Weighted-Average Aggregate Balance as of December 31, 2019 10,633 $ 2.52 8.28 $ 20,195 Grants 5,829 $ 4.58 Exercises (1,093) $ 1.85 Forfeited (2,122) $ 3.21 Canceled (444) $ 2.16 Balance as of December 31, 2020 12,803 $ 3.02 7.97 $ 19,219 As of December 31, 2020 Options vested and exercisable 4,827 $ 2.47 6.54 $ 11,798 Options vested and expected to vest 12,803 $ 3.02 7.97 $ 19,219 The weighted-average grant-date fair value of options granted during the years ended December 31, 2020 and 2019 was $2.60 and $1.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $3.3 million and $0.9 million, respectively. Performance and Market-based Equity Awards On November 15, 2019, the Sonder Board of Directors granted an award to Francis Davidson, Sonder’s CEO, for a total of 5,613,290 options, all of which Mr. Davidson fully exercised in December 2019 with a promissory note payable to Sonder in the amount of $24.6 million (the “Promissory Note”). Of the 5,613,290 total options, 2,041,197 options vest in 72 equal monthly installments starting as of October 1, 2017 (the “Service-based Options”), subject to Mr. Davidson’s continuous employment, and 3,572,093 options are performance-based (“CEO Performance Awards”), that vest as follows, subject to Mr. Davidson’s continuous employment at each such event (the “Performance Conditions”): • 1,530,897 performance awards upon an initial public offering (“IPO”) if Sonder reaches certain share price targets (the “IPO Condition”); • 1,020,598 performance awards upon a qualified financing at certain valuation milestones (the “Qualified Financing Condition”); and • 1,020,598 performance awards upon Sonder achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The fair value of the 2,041,197 Service-based Options was estimated using the Black-Scholes-Merton pricing model. The grant date fair value of the Service-based Options was $3.2 million and is recognized on a straight-line basis over the term of the award. There was no expense recognized for the CEO Performance Awards in the years ended December 31, 2020 and 2019, as it was not deemed probable that the Performance Conditions would be achieved. The Promissory Note for $24.6 million represents the aggregate exercise price for the 5,613,290 options that were exercised by Mr. Davidson. The Promissory Note bears interest at the rate of 2.00% per annum, compounding semiannually. The principal amounts and accrued interest are due upon the earlier of: (i) four years after the issuance, or on December 1, 2023, (ii) the transfer or sale of the shares by the employee without approval by Sonder, or (iii) an initial public offering or an acquisition of Sonder by a public company. The Promissory Note was secured by the shares issued upon exercise of the award and in exchange for the note. While the Promissory Note is full recourse, it is considered to be non-recourse for accounting purposes and thus was not recorded in the consolidated balance sheets as a receivable. As of December 31, 2020, Sonder had not recognized stock-based compensation expense for awards with performance-based and market-based vesting conditions. As of December 31, 2020 and 2019, the aggregate borrowings outstanding under the Promissory Note, including interest, were $25.2 million and $24.7 million, respectively. The aggregate outstanding principal amount and interest under the Promissory Note shall be repaid in full prior to the consummation of the Business Combination. |
Income taxes_2_3
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income TaxesProvision for income taxes for the three and nine months ended September 30, 2021 were $133 thousand and $226 thousand, respectively, and the effective tax rate for these periods was 0%. Provision for income taxes for the three and nine months ended September 30, 2020 was $11 thousand and $14 thousand, respectively, and the effective tax rate for these periods was 0%. The difference between Sonder’s effective tax rate and the U.S. statutory rate of 21% was primarily due to a full valuation allowance related to Sonder’s net deferred tax assets.Income taxes Sonder recorded an income tax provision of approximately $0.3 million for the year ended December 31, 2020 and had no tax provision recorded for the year ended December 31, 2019. The income tax provision for the year ended December 31, 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): December 31, State $ 104 Foreign 219 Total provision for income taxes $ 323 Loss before provision for income taxes consisted of the following (in thousands) Years Ended December 31, 2020 2019 United States ($148,332) ($84,426) Foreign (101,661) (93,823) Total loss before provision for income taxes ($249,993) ($178,249) A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows (in thousands): Years Ended December 31, 2020 2019 Income tax at U.S. statutory rate of 21% $ (52,499) $ (36,582) Foreign tax rate differential (889) (843) State income taxes (net of federal benefit) (8,553) (4,706) Tax credits (1,214) — Stock-based compensation 66 694 Non-deductible expenses 221 818 Other, net (1) 5,545 Change in valuation allowance 63,192 35,074 Total provision for income taxes $ 323 $ — The components of Sonder’s net deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating losses $ 85,972 $ 29,916 Credit carryforwards 2,239 28 Accrued expenses and reserves 847 498 Deferred revenue 2,520 1,429 Deferred rent 4,747 5,007 Fixed and intangible assets 18,564 18,282 Other 7,131 3,667 Gross deferred tax assets 122,020 58,827 Valuation allowance (122,020) (58,827) Total deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, the amount and timing of which is uncertain. Accordingly, the federal, state, and foreign gross deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $63.2 million and $35.1 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, Sonder had tax net operating loss carryforwards for federal, state and foreign purposes of approximately $262.7 million, $239.9 million, and $87.0 million, respectively, and as of December 31, 2019, it had tax net operating loss carryforwards for federal, states and foreign purposes of approximately $97.2 million, $102.5 million, and $26.4 million, respectively. Of the federal net operating loss carryforwards, $11.0 million will begin to expire in 2035, and $251.7 million will carry forward indefinitely. The state and foreign net operating loss carryforwards will begin to expire in 2027. Utilization of the net operating loss carryforwards and credits will be subject to an annual limitation due to the ownership change limitations provided by the U.S. Tax Code and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Sonder’s ability to utilize its federal and state net operating loss and tax credit carryforwards may be subject to limitations if it incurs a Section 382 ownership change. A Section 382 ownership change generally occurs when there is a greater than 50% shift in ownership amongst 5% or greater shareholders (or shareholder groups) over a three year period. Although Sonder is not currently utilizing its federal or state tax carryforwards, it believes existing ownership changes and potential future ownership changes may impact its annual utilization of a portion of these attributes. Sonder has undertaken a Section 382 study and has identified that $27.3 million of net operating losses generated in 2018 are subject to limitation. Uncertain Tax Positions Sonder has adopted authoritative guidance, which prescribes a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in its income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 Beginning unrecognized tax benefits $ — Addition to tax positions related to prior years 383 Addition to tax positions related to current year 300 Ending unrecognized tax benefits $ 683 Sonder had no uncertain tax positions for the year ended December 31, 2019. Sonder files income tax returns in U.S. federal, various states and international jurisdictions. All periods since inception are subject to examination by U.S. federal, state and foreign authorities, where applicable. There are currently no pending income tax examinations. |
Net Loss Per Common Share_2
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common ShareSonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 143,234,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per share. The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (64,584) $ (55,514) $ (217,074) $ (178,056) Denominator Weighted-average common shares used in computing basic and diluted net loss per share 8,310,373 6,354,980 7,811,727 6,133,791 Net loss per share, basic and diluted $ (7.77) $ (8.74) $ (27.79) $ (29.03) The following potential common shares outstanding were excluded from the computation of diluted net loss because including them would have been anti-dilutive (in thousands): As of September 30, 2021 2020 Options to purchase common stock 17,826 9,616 Common stock subject to repurchase or forfeiture 1,745 4,593 Redeemable convertible preferred stock (1) 75,758 73,160 Exchangeable shares 22,001 22,422 Total common stock equivalents 117,330 109,791 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Security and Loan Agreement and related amendment as of September 30, 2021 and 2020. Sonder’s Amended and Restated Certificate of Incorporation authorizes the issuance of 128,734,881 shares of common stock. The common stock has a par value of $0.000001 per share, and each common stockholder is entitled to one vote per 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 the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss is computed by giving effect to all potential shares of common stock, including stock options, warrants, redeemable convertible preferred stock, and exchangeable shares prior to becoming a public company, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Years Ended December 31, 2020 2019 Numerator Net Loss $ (250,316) $ (178,249) Net loss $ (250,316) $ (178,249) Denominator Weighted-average common shares outstanding 6,261,247 9,878,239 Weighted-average common shares used in computing basic and diluted net loss per share 6,261,247 9,878,239 Net loss per share, basic and diluted $ (39.98) $ (18.04) 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: Years Ended December 31, 2020 2019 Options to purchase common stock 12,802,899 10,633,972 Common stock subject to repurchase or forfeiture 4,562,207 4,847,841 Redeemable convertible preferred stock (1) 75,664,679 56,753,734 Exchangeable shares 22,017,113 22,001,764 Total common stock equivalents 115,046,898 94,237,311 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Related party transactions_2_3
Related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million, all of which Mr. Davidson exercised in December 2019 with a full recourse promissory note payable to Sonder. As of September 30, 2021 and December 31, 2020, the aggregate borrowings outstanding under the note, including interest, were $25.6 million and $25.2 million, respectively. The aggregate outstanding principal amount and interest under the loan shall be repaid in full prior to the consummation of the Business Combination. See Note 12. Stockholders’ Deficit for details. 2021 Convertible Promissory Notes In March 2021, Sonder issued the Sonder Convertible Notes in an aggregate principal amount of $165 million to certain investors in exchange for Sonder’s agreement to issue the investors shares of its capital stock upon the occurrence of certain events described in the Note Purchase Agreement dated March 12, 2021. Sonder’s investors and their affiliates hold $43.3 million of the Sonder Convertible Notes. The Sonder Convertible Notes will automatically convert into shares of Sonder Common Stock immediately prior to the consummation of the Business Combination. See Note 5. Debt for details of the transaction. Francis Davidson Promissory Note In November 2019, Sonder granted Mr. Davidson, its CEO, the ability to purchase 5,613,290 shares of common stock for an aggregate exercise price of $24.6 million with a full recourse promissory note payable to Sonder. Refer to Note 14. Stockholders’ Deficit for details |
Subsequent events_2_3
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events In preparing these condensed consolidated financial statements, Sonder has evaluated events and transactions for potential recognition or disclosure through December 13, 2021, the date that the condensed consolidated financial statements were issued and Sonder did not note any transactions or events subsequent to September 30, 2021 through December 13, 2021, that require adjustments to, or disclosure in, the accompanying condensed consolidated financial statements, except for as noted below. Amendment to the Merger Agreement On October 27, 2021, Sonder and Gores Metropoulos II, Inc. (NASDAQ: GMII) (“ Parent ”) entered into an amendment (“ Amendment No. 1 ”) to the merger agreement by and among Sonder, Parent, Sunshine Merger Sub I, Inc. (“ First Merger Sub ”), and Sunshine Merger Sub II, LLC (“ Second Merger Sub ”) (the “ Merger Agreement ”). Amendment No. 1 modifies the Merger Agreement by, among other things: (a) reducing the amount of the Aggregate Company Stock Consideration (as defined in the Merger Agreement) to a number of shares of Parent common stock, par value $0.0001 per share (the “ Parent Common Stock ”), equal to the result of (i) $1,901,603,000, divided by (ii) $10.00; (b) including a representation of Parent, First Merger Sub and Second Merger Sub that 1,277,285 shares of the Parent’s Class F common stock, par value $0.0001 per share (the “ Class F Common Stock ”), will be cancelled for no consideration immediately prior to the effective time of the First Merger; (c) including a representation of Parent, First Merger Sub and Second Merger Sub that Parent has delivered to Sonder executed subscription agreements pursuant to which certain subscribers have agreed to purchase 32,216,785 shares of Parent Common Stock for an aggregate purchase price equal to approximately $309,394,998; (d) providing that Parent, Sonder or one or more of their affiliates may enter into a delayed draw note purchase agreement or other similar loan, credit or note purchase agreement pursuant to which notes, warrants or other equity will be issued by Parent, Sonder and/or one or more of their affiliates at or after the effective time of the First Merger; (e) extending from October 28, 2021 to January 31, 2022 the date after which Parent and Sonder would have a right to terminate the Merger Agreement if the transactions contemplated by the Merger Agreement, including the mergers (the “ Business Combination ”), have not been consummated (provided that the delay in closing the Business Combination by such date is not due to the breach of the Merger Agreement by the party seeking to terminate); and (f) revising Parent’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws which will be put in place in connection with the Business Combination. Delayed Draw Note Purchase Agreement On December 10, 2021, Sonder entered into a Note and Warrant Purchase Agreement with certain PIPE Investors (the “ Purchasers ”) for the sale of an aggregate of $165 million in principal amount of delayed draw subordinated secured notes (the “ Delayed Draw Notes ”) to be available to the post-Business Combination Company following the completion of the Business Combination. The agreement also provides that the Purchasers will be issued warrants to purchase 2,475,000 shares of the post-Business Combination Company’s Common Stock. Sonder has evaluated subsequent events through July 6, 2021, the date the consolidated financial statements were available for issuance and did not identify any transactions that require adjustment to, or disclosure in, the accompanying consolidated financial statements, except for as noted below. Gores Metropoulos II, Inc. Merger On April 29, 2021, Sonder entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Gores Metropoulos II, Inc. (NASDAQ: GMII) (“Parent”), a Delaware corporation, Sunshine Merger Sub II, LLC (Merger Sub II), a Delaware limited liability company and a wholly owned subsidiary of Parent, and Sunshine Merger Sub I, Inc. (Merger Sub I), a Delaware corporation and a wholly owned subsidiary of Merger Sub II. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Sonder (the “ First Merger ”), with Sonder surviving the First Merger as the surviving corporation (the “ Surviving Corporation ”), and immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “ Second Merger ”), with Merger Sub II continuing as the surviving entity. The transactions contemplated by the Merger Agreement, including the First Merger and Second Merger, are collectively referred to as the Business Combination. Consummation of the Business Combination is subject to the satisfaction or waiver of customary closing conditions, including (1) approval of the Merger Agreement by the Parent’s and Sonder’s stockholders, (2) the absence of any law or order restraining, enjoining or otherwise prohibiting the Business Combination, and (3) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust laws of certain non-United States jurisdictions. The Business Combination is expected to close in January 2022. Upon consummation of the Business Combination, Sonder’s common stock will be exchanged for newly issued common stock listed on Nasdaq under the symbol “SOND” and the listing of the Parent’s common stock will continue under the symbol “SOND”. Convertible notes In March 12, 2021, pursuant to a note purchase agreement, Sonder issued convertible promissory notes ( “Convertible Notes”) to certain investors for an aggregate principal amount of $165.0 million. The net proceeds from the sale of the Convertible Notes were approximately $162.4 million, after deducting issuance costs. The Convertible Notes are subordinated obligations of Sonder, and interest is payable annually at a rate of 1.00% per annum. The Convertible Notes will mature on March 12, 2022, unless converted in accordance with the conversion terms prior to such date. The Convertible Notes are convertible either automatically, at the option of holders, or at the option of Sonder upon the occurrence of certain specified events. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | 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 include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of Sonder, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly its financial position as of September 30, 2021, its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 and 2020. Sonder’s results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the former parent company, Sonder Canada Inc., was the Canadian dollar, and the reporting currency was the U.S. dollar. As Sonder Holdings Inc. became the new parent company on December 20, 2019 as a result of the corporate inversion, both the functional and reporting currency became the U.S. dollar. Sonder shareholders of Sonder Canada Inc. either transferred their shares to the shares of Sonder Holdings Inc. or received special voting shares of Sonder Holdings Inc. and converted their shares of Sonder Canada Inc. to exchangeable shares of Sonder Canada Inc. Refer to Note 12. Exchangeable shares and redeemable convertible preferred stock for details. |
Concentration of Credit Risk | Financial instruments that potentially subject Sonder to concentrations of credit risk consist primarily of cash. Sonder places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and accordingly believes minimal credit risk exists with respect to these instruments. Certain of Sonder’s cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Sonder believes no significant concentration risk exists with respect to its cash. |
Use of Estimates | The preparation of condensed 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 income and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, 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.The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. Significant management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2020 and 2019, Sonder has recorded a full valuation allowance against its deferred tax assets due to its history of losses. Sonder recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s condensed consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s condensed consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early application is not permitted. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted for all other entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Sonder is currently evaluating the impact of this guidance on its condensed consolidated financial statements. There are other new accounting pronouncements issued by the FASB that Sonder has adopted or will adopt, as applicable, and Sonder does not believe any of these accounting pronouncements have had, or will have, a material impact on its condensed consolidated financial statements or disclosures. Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ ASU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which was subsequently amended by ASUs 2015-14, 2016-08, 2016-10,2016-12, 2016-20, 2018-18, 2019-08, 2020-05 and 2021-02. The guidance uses a five-step model to recognize revenue from customer contracts in an effort to increase consistency and comparability throughout global capital markets and across industries. Under the model, a company will identify the contract, identify any separate performance obligations in the contract, determine the transaction price, allocate the transaction price, and recognize revenue when the performance obligation is satisfied. On June 3, 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) : Effective Dates for Certain Entities , which granted a one-year effective date delay for certain companies and organizations applying the revenue recognition and leases guidance to give immediate relief as a result of the widespread adverse economic effects and business disruptions caused by COVID-19 pandemic. Early application continues to be permitted. Sonder adopted the standard on January 1, 2020 using a modified retrospective method. The adoption of the standard did not have a material impact on Sonder’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. The new standard supersedes Subtopic 505-50. The guidance also applies to awards granted by an investor to employees and nonemployees of an equity method investee for goods or services used or consumed in the investee’s operations. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The amendments require a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Sonder adopted ASU 2018-07 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which removes, modifies, and adds disclosure requirements for fair value measurements to improve the overall usefulness of such disclosure requirements in Topic 820. The new standard is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Sonder has adopted ASU 2018-13 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. Sonder early adopted the standard on January 1, 2020 and has applied the standard retrospectively to all periods presented. The adoption of the standard did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company (EGC), Sonder has elected to take advantage of this extended transition period for certain new accounting standards. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its consolidated financial position, results of operations, and cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedgin g relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees |
Gores Metropoulos II, Inc. | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation: The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”). |
Emerging Growth Company | Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt |
Net Income/(Loss) Per Common Share | Loss Per Common Share: The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Net loss per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to be issued in connection with the conversion of shares of the Company’s Class F common stock, par value $0.0001 per share (the “ Class F common stock ”) or to settle warrants, as calculated using the treasury stock method. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the period. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 14,500,000 shares of Common Stock at $11.50 per share were issued on January 22, 2021. At September30, 2021, no warrants have been exercised. The 14,500,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/ (loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three For the period from For the Nine For the period from Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930) $ (1,176,733) $ — $ (21,745) $ (36,043,721) $ (9,813,491) $ — $ (21,745) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 — 11,500,000 41,538,462 11,309,524 — 11,500,000 Basic and diluted net loss per share $ (0.10) $ (0.10) $ — $ 0.00 $ (0.87) $ (0.87) $ — $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “ Fair Value Measurements and Disclosures ,” approximates the carrying amounts represented in the balance sheet. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs–SEC Materials ” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering. ” Offering costs were $25,363,020 (including $24,750,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $918,141 are reflected as an expense in the statements of operations. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 45,000,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs: The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—” Expenses of Offering .” Deferred offering costs of approximately $285,941 consist principally of professional fees incurred. These costs, together with the underwriting discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not completed. |
Organizational Expenses | Organizational Expenses: Organizational expenses include certain professional fees. These costs are expensed as incurred. For the period from July 21, 2020 (inception) through December 31, 2020, the Company has incurred organizational expenses of $4,000 related to the formation of the entity. |
Income Taxes | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2020, the Company has a deferred tax asset of $10,231 related to net operating loss carry forwards and startup costs. The Company’s net operating losses will expire beginning 2040. Management has provided a full valuation allowance of the deferred tax asset. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. |
Cash Cash Equivalents and Other Investments Held in Trust Account | Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2021, the Company had $450,029,593 in the Trust Account which may be utilized for Business Combinations. At September 30, 2021, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. |
Going Concern Consideration | Going Concern Consideration If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by January 22, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of Sonder, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly its financial position as of September 30, 2021, its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 and 2020. Sonder’s results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the former parent company, Sonder Canada Inc., was the Canadian dollar, and the reporting currency was the U.S. dollar. As Sonder Holdings Inc. became the new parent company on December 20, 2019 as a result of the corporate inversion, both the functional and reporting currency became the U.S. dollar. Sonder shareholders of Sonder Canada Inc. either transferred their shares to the shares of Sonder Holdings Inc. or received special voting shares of Sonder Holdings Inc. and converted their shares of Sonder Canada Inc. to exchangeable shares of Sonder Canada Inc. Refer to Note 12. Exchangeable shares and redeemable convertible preferred stock for details. |
Principles of Consolidation | Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of September 30, 2021 and December 31, 2020, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements.Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2020 and 2019, Sonder’s consolidated VIE was not material to the consolidated financial statements. |
Use of Estimates | The preparation of condensed 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 income and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, 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.The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. Significant management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. |
Deferred Transaction Costs | Deferred transaction costs consist of expenses incurred in connection with Sonder’s plan to become publicly traded, including legal, accounting, printing, and other related costs. After Sonder becomes publicly traded, these deferred costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the transaction. As of September 30, 2021, Sonder recorded $5.5 million of deferred transaction costs in other current assets on the condensed consolidated balance sheet.If Sonder terminates its plan to become publicly traded or if there is a significant delay, all of the deferred transaction costs will be immediately written off to expenses in the condensed consolidated statements of operations and comprehensive loss. A large majority of Sonder operating leases contain rent escalation clauses over the term of the lease, tenant improvement reimbursements, and rent abatement periods. For these leases, Sonder recognizes the related rent expense on a straight-line basis over the lease term and records the difference between rent expense and rent payments as deferred rent in the consolidated balance sheets. Sonder recognizes prepaid rent when rent payments are made in advance of the month the payment is related to. As of December 31, 2020 and 2019, deferred rent was $28.8 million and $25.2 million, respectively and prepaid rent was $9.9 million and $13.9 million, respectively. The current portion of the deferred rent liability which is presented in deferred rent on the consolidated balance sheets represents the net decrease in the deferred rent liability that will occur over the twelve month period subsequent to the date of the consolidated balance sheets. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s condensed consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s condensed consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early application is not permitted. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted for all other entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Sonder is currently evaluating the impact of this guidance on its condensed consolidated financial statements. There are other new accounting pronouncements issued by the FASB that Sonder has adopted or will adopt, as applicable, and Sonder does not believe any of these accounting pronouncements have had, or will have, a material impact on its condensed consolidated financial statements or disclosures. Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ ASU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which was subsequently amended by ASUs 2015-14, 2016-08, 2016-10,2016-12, 2016-20, 2018-18, 2019-08, 2020-05 and 2021-02. The guidance uses a five-step model to recognize revenue from customer contracts in an effort to increase consistency and comparability throughout global capital markets and across industries. Under the model, a company will identify the contract, identify any separate performance obligations in the contract, determine the transaction price, allocate the transaction price, and recognize revenue when the performance obligation is satisfied. On June 3, 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) : Effective Dates for Certain Entities , which granted a one-year effective date delay for certain companies and organizations applying the revenue recognition and leases guidance to give immediate relief as a result of the widespread adverse economic effects and business disruptions caused by COVID-19 pandemic. Early application continues to be permitted. Sonder adopted the standard on January 1, 2020 using a modified retrospective method. The adoption of the standard did not have a material impact on Sonder’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. The new standard supersedes Subtopic 505-50. The guidance also applies to awards granted by an investor to employees and nonemployees of an equity method investee for goods or services used or consumed in the investee’s operations. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The amendments require a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Sonder adopted ASU 2018-07 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which removes, modifies, and adds disclosure requirements for fair value measurements to improve the overall usefulness of such disclosure requirements in Topic 820. The new standard is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Sonder has adopted ASU 2018-13 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. Sonder early adopted the standard on January 1, 2020 and has applied the standard retrospectively to all periods presented. The adoption of the standard did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company (EGC), Sonder has elected to take advantage of this extended transition period for certain new accounting standards. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its consolidated financial position, results of operations, and cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedgin g relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of Sonder, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly its financial position as of September 30, 2021, its results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 and 2020. Sonder’s results of operations and comprehensive loss, mezzanine equity and stockholders’ deficit, and cash flows for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP, U.S. GAAP, or generally accepted accounting principles). The consolidated financial statements include the accounts of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (VIE) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the former parent company, Sonder Canada Inc., was the Canadian dollar, and the reporting currency was the U.S. dollar. As Sonder Holdings Inc. became the new parent company on December 20, 2019 as a result of the corporate inversion, both the functional and reporting currency became the U.S. dollar. Sonder shareholders of Sonder Canada Inc. either transferred their shares to the shares of Sonder Holdings Inc. or received special voting shares of Sonder Holdings Inc. and converted their shares of Sonder Canada Inc. to exchangeable shares of Sonder Canada Inc. Refer to Note 12. Exchangeable shares and redeemable convertible preferred stock for details. |
Principles of Consolidation | Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of September 30, 2021 and December 31, 2020, Sonder’s consolidated VIE was not material to the condensed consolidated financial statements.Sonder consolidates its VIE in which it holds a variable interest and is the primary beneficiary. Sonder is the primary beneficiary when it (1) has the power to direct the activities that most significantly impact the economic performance of this VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to this VIE. As a result, Sonder consolidates the assets and liabilities of this VIE. If Sonder is not deemed to be the primary beneficiary in a VIE, it accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2020 and 2019, Sonder’s consolidated VIE was not material to the consolidated financial statements. |
Use of Estimates | The preparation of condensed 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 income and expense during the reporting periods. Such management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, 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.The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. Significant management estimates include revenue recognition, bad debt allowance, the fair value of share-based awards, valuation of common stock, estimated useful life of software development costs, valuation of intellectual property and intangible assets, contingent liabilities, and valuation allowance for deferred tax assets, among others. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. |
Segment Information | An operating segment is defined as a component of an entity that (a) engages in business from which it may earn revenues and incur expenses, (b) is regularly reviewed by the Chief Operating Decision Maker (CODM) for performance assessment and resource allocation decisions, and (c) has discrete financial information available. Sonder’s CODM is its Chief Executive Officer. Sonder has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of performance assessment and resource allocation. |
Revenue Recognition and Deferred Revenue | Sonder generates revenues primarily by providing short-term or month-to-month accommodations to its guests. Revenues are recognized on a straight-line basis over the guest stay commencing upon guest check-in and ending at guest check-out, net of discounts and refunds. For short-term accommodations, Sonder’s guests agree to its Terms of Service ( “ToS” ) and make payments for their accommodations at the time of reservation. For month-to-month accommodations, Sonder’s guests agree to its ToS and make payments for their accommodations in accordance with the lease contracts. Guests generally have the right to cancel prior to check-in, and are entitled to refunds in accordance with the agreed ToS. Payments received from guests prior to check-in are recognized as deferred revenue on the consolidated balance sheet. Sonder is required to collect certain taxes and fees from guests on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. Sonder recognizes revenues net of taxes and fees collected. |
Leases | Sonder’s cost of revenue primarily consist of rental expenses from buildings or portions of buildings that serve as accommodations for its guests. Cost of revenue also includes cleaning costs and payment processing charges. Sonder does not r ecognize depreciation expense in cost of revenue as the accommodations provided to its guests are considered to be operating leases. Sonder also leases other properties such as warehouses to store furniture and corporate offices. Under ASC 840, leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. As of December 31, 2020 and 2019, there were no capital leases. The lease term is also determined at lease inception and generally begins on the date Sonder takes possession of the full or partial portions of leased premises. Sonder’s rent payment schedules vary by lease term per executed lease agreements and can be monthly, quarterly or bi-annually. A large majority of Sonder’s leases contain provisions for rent abatement periods, rent escalation, and tenant improvement allowances. Upon termination of a lease, related lease balances on the consolidated balance sheet are written-off. A liability for costs to terminate a lease before the end of its term is recognized in accordance with the lease terms and recorded in operations and support on the consolidated statement of operations and comprehensive loss. Certain leases require the payment of real estate taxes, insurance, and certain common area maintenance costs in addition to minimum rent payments. These amounts are expensed as incurred and are included within operations and support for the properties for its guests and within general and administrative on Sonder’s consolidated statement of operations for its warehouses and corporate offices in the accompanying consolidated statements of operations and comprehensive loss. As a result of COVID-19, Sonder sought rent concessions from its real estate owners, which led to a series of lease amendments during 2020. Sonder has concluded that the total cash flows resulting from the modified leases were substantially the same or less than the cash flows in the original lease contracts, and pursuant to the relief provided by the Financial Accounting Standards Board (“ FASB” ), has elected to not evaluate whether the concessions provided by the real estate owners due to COVID-19 are lease modifications under Accounting Standards Codification ( ASC ) 840. Sonder has accounted for the COVID-related concessions using variable lease expense approach, resulting in negative variable lease expenses for certain leases on its consolidated statement of operations and comprehensive loss during the periods in which the concession was received. |
Deferred Rent | Deferred transaction costs consist of expenses incurred in connection with Sonder’s plan to become publicly traded, including legal, accounting, printing, and other related costs. After Sonder becomes publicly traded, these deferred costs will be reclassified to stockholders’ deficit and recorded against the proceeds from the transaction. As of September 30, 2021, Sonder recorded $5.5 million of deferred transaction costs in other current assets on the condensed consolidated balance sheet.If Sonder terminates its plan to become publicly traded or if there is a significant delay, all of the deferred transaction costs will be immediately written off to expenses in the condensed consolidated statements of operations and comprehensive loss. A large majority of Sonder operating leases contain rent escalation clauses over the term of the lease, tenant improvement reimbursements, and rent abatement periods. For these leases, Sonder recognizes the related rent expense on a straight-line basis over the lease term and records the difference between rent expense and rent payments as deferred rent in the consolidated balance sheets. Sonder recognizes prepaid rent when rent payments are made in advance of the month the payment is related to. As of December 31, 2020 and 2019, deferred rent was $28.8 million and $25.2 million, respectively and prepaid rent was $9.9 million and $13.9 million, respectively. The current portion of the deferred rent liability which is presented in deferred rent on the consolidated balance sheets represents the net decrease in the deferred rent liability that will occur over the twelve month period subsequent to the date of the consolidated balance sheets. |
Cash, Cash Equivalents, and Restricted Cash | Sonder considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash and cash equivalents. Cash is held in checking and interest-bearing accounts, and are recorded at cost, which approximates fair value. Restricted cash consists of cash collateral for standby letters of credit with a bank that were issued to Sonder’s real estate owners and for collateral required by the bank to support Sonder’s corporate credit card programs. |
Fair Value Measurements | Sonder applies fair value accounting for all financial assets and liabilities and certain non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Refer to Note 5. Fair value measurement and financial instruments for additional information. |
Accounts Receivable, Net of Allowance | Trade accounts receivable are recorded at the invoiced amount and are non-interest bearing. Sonder maintains an allowance which reflects its best estimate of its exposure to balances deemed to be uncollectible. The determination of such allowance is based on an assessment which requires significant judgement. Because of this assessment, Sonder maintains an allowance for estimated losses resulting from the inability of certain customers to make all their required payments. Accounts receivable are written off as a decrease to the |
Concentration of Credit Risk | Financial instruments that potentially subject Sonder to concentrations of credit risk consist primarily of cash. Sonder places the majority of its cash with financial institutions in the United States that it believes to be of high credit quality and accordingly believes minimal credit risk exists with respect to these instruments. Certain of Sonder’s cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Sonder believes no significant concentration risk exists with respect to its cash. |
Property and Equipment, net | Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets: Classification Useful Life Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years |
Internal-Use Software | Sonder capitalizes certain costs associated with software developed or obtained for internal use, which includes booking and pricing platform, mobile apps and website development. Sonder capitalizes costs when preliminary software development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over a two year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for software enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the enhancements. |
Foreign Currency | Sonder’s reporting currency is the U.S. dollar. Sonder determines the functional currency for each of its foreign subsidiaries by reviewing its operations and currencies used in its primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than the U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations and comprehensive loss amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in cumulative translation adjustment as a component of stockholders’ deficit in the consolidated balance sheets. Remeasurement gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss. Monetary assets and liabilities are remeasured at the exchange rate on the balance sheet date, and nonmonetary assets and liabilities are measured at historical exchange rates. |
Operations and Support | Operations and support costs primarily consist of personnel-related expenses, costs to operate guest accommodations, including utilities, lease termination fees, and property security services, depreciation of property and equipment of fixed assets purchased as part of the onboarding of new properties, other costs to onboard new properties, and purchases of non-capitalized items. Sonder records its operations and support expenses as they are incurred. |
General and Administrative and Sales and Marketing | General and administrative costs primarily consist of personnel-related expenses for administrative functions, such as finance and accounting, legal, and human resources, real estate functions, such as market research and deal execution, and other corporate functions, such as expansion and sales management strategy and analytics. It also includes certain professional services fees, indirect taxes, rent expense related to Sonder’s corporate offices and bad debt expense, and other expenses Sonder incurs to manage and support its corporate functions.Sales and marketing costs primarily consist of service charges for bookings made through online travel agencies and personnel-related expenses. |
Research and Development | Research and development expenses primarily consist of personnel-related expenses, software expenses in connection with the development of its existing and new services, and depreciation of property and equipment such as network servers and computers. Sonder continues to focus its research and development efforts on adding new features and services, and increasing the functionality and enhancing the ease of use of Sonder’s existing services. These costs are expensed as incurred. |
Advertising expenses | Advertising expenses, which comprise majority of internet and social media marketing |
Stock-Based Compensation Related to Stock Options and Performance Awards | Sonder recognizes stock-based compensation expense related to stock options in the consolidated statements of operations and comprehensive loss on a straight line basis over the requisite service period, which is generally four years. The compensation expense related to stock options is based on Sonder’s estimate of the fair value of stock options using the Black-Scholes-Merton option-pricing model on the grant date, which requires the use of highly subjective and complex assumptions, including the value of the underlying stock on the date of grant, the expected term of the option, the price volatility of the underlying stock, expected dividend yield, and risk-free interest rate. Sonder estimates the expected term of stock options granted based on the simplified method as a result of not having sufficient historical data on stock option exercises. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The contractual term of Sonder’s stock options is ten years. Sonder estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly traded companies. Dividend yields are based on Sonder’s historical and expected future actions. The risk free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the grant date with a maturity equal to the expected term of the stock option award. Sonder has elected to account for forfeitures of stock-based compensation awards as they occur. Recognition of any compensation expense relating to stock grants that vest contingent on an initial public offering or acquisition will be deferred until consummation of such initial public offering or acquisition. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations and comprehensive loss as of the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2020 and 2019, Sonder has recorded a full valuation allowance against its deferred tax assets due to its history of losses. Sonder recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Comprehensive Loss | Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss primarily consists of foreign currency translation adjustments related to consolidation of foreign entities. Comprehensive loss is recorded as a component of stockholders’ deficit and is excluded from net loss. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the condensed consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s condensed consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s condensed consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedging relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early application is not permitted. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted for all other entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Sonder is currently evaluating the impact of this guidance on its condensed consolidated financial statements. There are other new accounting pronouncements issued by the FASB that Sonder has adopted or will adopt, as applicable, and Sonder does not believe any of these accounting pronouncements have had, or will have, a material impact on its condensed consolidated financial statements or disclosures. Recently Adopted Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ ASU ”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which was subsequently amended by ASUs 2015-14, 2016-08, 2016-10,2016-12, 2016-20, 2018-18, 2019-08, 2020-05 and 2021-02. The guidance uses a five-step model to recognize revenue from customer contracts in an effort to increase consistency and comparability throughout global capital markets and across industries. Under the model, a company will identify the contract, identify any separate performance obligations in the contract, determine the transaction price, allocate the transaction price, and recognize revenue when the performance obligation is satisfied. On June 3, 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) : Effective Dates for Certain Entities , which granted a one-year effective date delay for certain companies and organizations applying the revenue recognition and leases guidance to give immediate relief as a result of the widespread adverse economic effects and business disruptions caused by COVID-19 pandemic. Early application continues to be permitted. Sonder adopted the standard on January 1, 2020 using a modified retrospective method. The adoption of the standard did not have a material impact on Sonder’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Non-Employee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. The new standard supersedes Subtopic 505-50. The guidance also applies to awards granted by an investor to employees and nonemployees of an equity method investee for goods or services used or consumed in the investee’s operations. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The amendments require a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Sonder adopted ASU 2018-07 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which removes, modifies, and adds disclosure requirements for fair value measurements to improve the overall usefulness of such disclosure requirements in Topic 820. The new standard is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Sonder has adopted ASU 2018-13 beginning January 1, 2020, and the adoption did not have a significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. Sonder early adopted the standard on January 1, 2020 and has applied the standard retrospectively to all periods presented. The adoption of the standard did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. Sonder has early adopted ASU 2020-06 beginning January 1, 2021, and the adoption did not have a significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company (EGC), Sonder has elected to take advantage of this extended transition period for certain new accounting standards. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, 2019-10 and 2020-05. The guidance requires the recognition of right of use (ROU) assets and lease liabilities for substantially all leases under U.S. GAAP. The guidance retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to that under previous U.S. GAAP. The expense recognition and cash flow treatment arising from either a finance lease or operating lease by a lessee have not changed significantly from previous U.S. GAAP. For operating leases, a lessee is required to do the following: (i) recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments, on the consolidated balance sheets; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. ASU 2016-02 is effective for public entities and employee benefit plans that file or furnish financial statements with or to the SEC for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and all other entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for employee benefit plans that file or furnish financial statements with or to the SEC or not-for-profit entities. Early application is allowed. In November 2019, the FASB issued amended guidance which defers the effective date for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is expected to have a material impact on Sonder’s consolidated financial statements, with the most significant effects related to the recognition of new ROU assets and lease liabilities on Sonder’s consolidated balance sheets for its real estate operating leases and providing significant new disclosures about Sonder’s leasing activities. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. This generally will result in the earlier recognition of allowances for losses and requires increased disclosures. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and is effective for all other entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. Sonder is currently evaluating the impact ASU 2016-13 will have on its consolidated financial position, results of operations, and cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which was subsequently amended by ASU 2021-04. The guidance provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. Sonder does not have any hedgin g relationships and currently does not have material contracts impacted by reference rate reform; however, Sonder will continue to assess contracts through December 31, 2022. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (64,584) $ (55,514) $ (217,074) $ (178,056) Denominator Weighted-average common shares used in computing basic and diluted net loss per share 8,310,373 6,354,980 7,811,727 6,133,791 Net loss per share, basic and diluted $ (7.77) $ (8.74) $ (27.79) $ (29.03) The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Years Ended December 31, 2020 2019 Numerator Net Loss $ (250,316) $ (178,249) Net loss $ (250,316) $ (178,249) Denominator Weighted-average common shares outstanding 6,261,247 9,878,239 Weighted-average common shares used in computing basic and diluted net loss per share 6,261,247 9,878,239 Net loss per share, basic and diluted $ (39.98) $ (18.04) |
Gores Metropoulos II, Inc. | |
Significant Accounting Policies [Line Items] | |
Schedule of Basic and Diluted Loss per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock: For the Three For the period from For the Nine For the period from Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,706,930) $ (1,176,733) $ — $ (21,745) $ (36,043,721) $ (9,813,491) $ — $ (21,745) Denominator: Weighted-average shares outstanding 45,000,000 11,250,000 — 11,500,000 41,538,462 11,309,524 — 11,500,000 Basic and diluted net loss per share $ (0.10) $ (0.10) $ — $ 0.00 $ (0.87) $ (0.87) $ — $ 0.00 |
Public Offering (Tables)
Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Line Items] | |
Schedule of Exchangeable and Redeemable Convertible Preferred Stock | The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 |
Gores Metropoulos II, Inc. | |
Public Offering [Line Items] | |
Schedule of Exchangeable and Redeemable Convertible Preferred Stock | As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. The accretion of carrying value to redemption value was fully recognized by June 30, 2021, and there has been no additional accretion for the three months ended September 30, 2021: As of September 30, 2021 Gross proceeds $ 450,000,000 Less: Proceeds allocated to public warrants $ (16,290,000) Class A shares issuance costs $ (24,444,879) Plus: Accretion of carrying value to redemption value $ (40,734,879) Contingently redeemable Class A Common Stock $ 450,000,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Financial Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 |
Gores Metropoulos II, Inc. | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Key Inputs Into Option Model for Private Placement Warrants and Public Warrants | The key inputs into the option model for the Private Placement Warrants and Public Warrants were as follows for the relevant periods: As of January 20, 2021 September 30, 2021* Implied volatility/Volatility 20 % — Risk-free interest rate 0.53 % — Warrant exercise price $ 11.50 $ 11.50 Expected term 5.5 5.1 ______________ |
Schedule of Financial Liabilities Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities: Private Public Total warrant Fair value at January 20, 2021 $ 9,955,000 $ 16,290,000 $ 26,245,000 Change in fair value (605,000) (990,000) (1,595,000) Fair value at September 30, 2021 $ 9,350,000 $ 15,300,000 $ 24,650,000 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description September 30, 2021 Quoted Prices in Significant Significant Cash, Cash Equivalents and Other Investments Held in Trust Account $ 450,029,593 $ 450,029,593 $ — $ — Derivative warrant liabilities: Public warrants (15,300,000) (15,300,000) — — Private placement warrants (9,350,000) — (9,350,000) — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Direct revenue $ 33,912 $ 17,227 $ 77,968 $ 40,347 Indirect revenue 33,542 9,244 68,313 46,846 Total revenue $ 67,454 $ 26,471 $ 146,281 $ 87,193 The following table sets forth Sonder’s total revenue for the periods shown disaggregated by channel (in thousands): Year Ended December 31, 2020 2019 Direct revenue $ 59,340 $ 46,779 Indirect revenue 56,338 96,131 Total revenue $ 115,678 $ 142,910 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (64,584) $ (55,514) $ (217,074) $ (178,056) Denominator Weighted-average common shares used in computing basic and diluted net loss per share 8,310,373 6,354,980 7,811,727 6,133,791 Net loss per share, basic and diluted $ (7.77) $ (8.74) $ (27.79) $ (29.03) The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Years Ended December 31, 2020 2019 Numerator Net Loss $ (250,316) $ (178,249) Net loss $ (250,316) $ (178,249) Denominator Weighted-average common shares outstanding 6,261,247 9,878,239 Weighted-average common shares used in computing basic and diluted net loss per share 6,261,247 9,878,239 Net loss per share, basic and diluted $ (39.98) $ (18.04) |
Schedule of Antidilutive Securities | The following potential common shares outstanding were excluded from the computation of diluted net loss because including them would have been anti-dilutive (in thousands): As of September 30, 2021 2020 Options to purchase common stock 17,826 9,616 Common stock subject to repurchase or forfeiture 1,745 4,593 Redeemable convertible preferred stock (1) 75,758 73,160 Exchangeable shares 22,001 22,422 Total common stock equivalents 117,330 109,791 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Security and Loan Agreement and related amendment as of September 30, 2021 and 2020. 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: Years Ended December 31, 2020 2019 Options to purchase common stock 12,802,899 10,633,972 Common stock subject to repurchase or forfeiture 4,562,207 4,847,841 Redeemable convertible preferred stock (1) 75,664,679 56,753,734 Exchangeable shares 22,017,113 22,001,764 Total common stock equivalents 115,046,898 94,237,311 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Fair value measurement and fi_3
Fair value measurement and financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured on Recurring Basis | The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 September 30, 2021 December 31, 2020 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 2,535 $ 1,140 Share-settled redemption feature 37,328 — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 Level 3 December 31, 2020 2019 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 1,140 $ 822 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 |
Schedule of Financial Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table outlines the effective interest rate, contractually stated interest expense, and costs related to the amortization of the discount for the Convertible Notes (in millions except for effective interest rate): Three Months Ended Nine Months Ended Effective Interest Rate 35.83 % 35.83 % Contractually Stated Interest Expense $ 0.4 $ 0.9 Amortization of discount $ 11.7 $ 24.3 |
Preferred Stock Warrants (Table
Preferred Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Preferred Stock Warrants Outstanding | Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases as of September 30, 2021, are as follows (in thousands): Amount remaining three months of 2021 $ 54,139 2022 282,410 2023 363,491 2024 399,423 2025 404,312 Thereafter 1,873,380 Total minimum future lease payments $ 3,377,155 Future minimum lease payments under non-cancelable operating leases as of December 31, 2020, are as follows (in thousands): Years Ended December 31, Amount 2021 $ 200,157 2022 274,010 2023 317,339 2024 322,268 2025 296,205 Thereafter 1,117,893 Total minimum future lease payments $ 2,527,872 |
Exchangeable shares and redee_3
Exchangeable shares and redeemable convertible preferred stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Exchangeable and Redeemable Convertible Preferred Stock | The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Future Issuance | Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations and support $ 639 $ 195 $ 1,579 $ 1,454 General and administrative 2,405 687 17,524 3,379 Research and development 475 136 1,016 993 Sales and marketing 54 2 55 3 Total stock-based compensation expense $ 3,573 $ 1,020 $ 20,174 $ 5,829 Total stock-based compensation expense is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 1,171 $ 459 General and administrative 4,336 2,447 Operations and support 1,710 471 Sales and marketing 6 3 Total stock-based compensation expense $ 7,223 $ 3,380 |
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 Sonder’s stock options granted to employees, non-employees, officers, and directors: Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2020 Expected term (in years) 4.00 3.99 - 4.00 5.79 Expected volatility 64% 64% 63% - 67% Dividend yield —% —% —% Risk-free interest Rate 0.61% 0.41% - 0.61% 0.44% - 1.46% Weighted-average grant-date fair value per stock option $6.59 $4.54 - $6.59 $2.56 - $2.69 The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Years Ended December 31, 2020 2019 Expected term (in years) 5.79 5.00 - 6.25 Expected volatility 63% - 69% 33% - 35% Dividend yield —% —% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Weighted-average grant-date fair value per share $2.51 - $2.77 $1.47 - $1.62 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment, Net | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets: Classification Useful Life Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Furniture and fixtures $ 41,092 $ 38,863 Computers, equipment, and software 4,361 4,024 Internal-use software 7,023 7,232 Leasehold improvements 179 222 Property and equipment 52,655 50,341 Less accumulated depreciation (28,451) (20,239) Property and equipment, net $ 24,204 $ 30,102 |
Revenue (Tables)_2
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following table sets forth Sonder’s total revenues for the periods shown disaggregated between direct and indirect channels (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Direct revenue $ 33,912 $ 17,227 $ 77,968 $ 40,347 Indirect revenue 33,542 9,244 68,313 46,846 Total revenue $ 67,454 $ 26,471 $ 146,281 $ 87,193 The following table sets forth Sonder’s total revenue for the periods shown disaggregated by channel (in thousands): Year Ended December 31, 2020 2019 Direct revenue $ 59,340 $ 46,779 Indirect revenue 56,338 96,131 Total revenue $ 115,678 $ 142,910 |
Revenue by Geographical Area | Revenue by geographic area is attributed based on the location where the guest stays and is as follows (in thousands): Year Ended December 31, 2020 2019 Revenue: Americas United States $ 85,891 $ 113,567 Other Americas 5,520 7,661 Total Americas 91,411 121,228 Europe, Middle East, and Africa (EMEA) Great Britain 8,607 16,139 United Arab Emirates 10,328 1,787 Other EMEA 5,332 3,756 Total EMEA 24,267 21,682 Total revenue $ 115,678 $ 142,910 |
Allowance for Doubtful Accounts | The following table summarizes Sonder’s beginning allowance for doubtful accounts balance for each period, additions, write-offs net of recoveries, and the balance at the end of each period shown (in thousands): Year Ended December 31, 2020 2019 Beginning balance $ 2,503 $ 1,292 Additions 2,577 1,211 Write-offs, net of recoveries 2,510 — Ending balance $ 2,570 $ 2,503 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following (in thousands): December 31, 2020 2019 Accrued compensation $ 3,269 $ 3,817 Accrued legal expenses 1,606 2,602 Accrued other liabilities 3,373 2,490 Total accrued liabilities $ 8,248 $ 8,909 |
Fair value measurement and fi_4
Fair value measurement and financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured on Recurring Basis | The following table summarizes Sonder’s Level 3 financial liabilities measured at fair value on a recurring basis (in thousands): Level 3 September 30, 2021 December 31, 2020 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 2,535 $ 1,140 Share-settled redemption feature 37,328 — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 Level 3 December 31, 2020 2019 Financial liabilities: Other non-current liabilities: Preferred stock warrant liabilities $ 1,140 $ 822 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 |
Schedule of Financial Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and the year ended December 31, 2020 (in thousands): Level 3 September 30, 2021 December 31, 2020 Beginning balance $ 1,140 $ 822 Additions for new instruments issued 45,156 292 Increase in fair value of preferred stock warrants 1,395 26 Decrease in fair value of share-settled redemption feature (7,828) — Total financial liabilities measured and recorded at fair value $ 39,863 $ 1,140 The following table presents additional information about Sonder’s financial liabilities that are measured at fair value for which it has utilized Level 3 inputs to determine fair value (in thousands): Level 3 December 31, 2020 2019 Beginning balance $ 822 $ — Additions for new instruments issued 292 544 Increase in fair value of preferred stock warrants 26 278 Total financial liabilities measured and recorded at fair value $ 1,140 $ 822 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets: Classification Useful Life Furniture and fixtures 3 years Computers, equipment, and software 3 years Internal-use software 2 years Leasehold improvements Shorter of remaining lease term or the estimated useful life of 3 years Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Furniture and fixtures $ 41,092 $ 38,863 Computers, equipment, and software 4,361 4,024 Internal-use software 7,023 7,232 Leasehold improvements 179 222 Property and equipment 52,655 50,341 Less accumulated depreciation (28,451) (20,239) Property and equipment, net $ 24,204 $ 30,102 |
Preferred Stock Warrants (Tab_2
Preferred Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Preferred Stock Warrants Outstanding | Sonder had the following preferred stock warrants outstanding as of September 30, 2021: Type of Warrant Number Outstanding Issuance Date Exercise Price Expiration Date Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 Sonder has the following preferred stock warrants outstanding as of December 31, 2020: Type of Warrant Number Issuance Exercise Expiration Series A 59,440 10/20/2016 $ 1.36 10/20/2026 Series B 57,696 1/30/2018 $ 2.40 1/30/2028 Series C 218,417 12/28/2018 $ 5.04 12/28/2025 Series D 71,456 2/21/2020 $ 10.50 2/21/2027 |
Leases (Tables)_2
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases as of September 30, 2021, are as follows (in thousands): Amount remaining three months of 2021 $ 54,139 2022 282,410 2023 363,491 2024 399,423 2025 404,312 Thereafter 1,873,380 Total minimum future lease payments $ 3,377,155 Future minimum lease payments under non-cancelable operating leases as of December 31, 2020, are as follows (in thousands): Years Ended December 31, Amount 2021 $ 200,157 2022 274,010 2023 317,339 2024 322,268 2025 296,205 Thereafter 1,117,893 Total minimum future lease payments $ 2,527,872 |
Exchangeable shares and redee_4
Exchangeable shares and redeemable convertible preferred stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Exchangeable and Redeemable Convertible Preferred Stock | The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 |
Common stock (Tables)_2
Common stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Future Issuance | Sonder has reserved the following shares of common stock for future issuance: September 30, 2021 December 31, 2020 Conversion of preferred stock and exchangeable shares (1) 208,995,747 194,495,747 Outstanding stock options 17,825,731 12,802,899 Options available for grant under the 2019 Equity Incentive Plan 4,135,587 3,413,074 Total common stock reserved for future issuance 230,957,065 210,711,720 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2020 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of September 30, 2021 and December 31, 2020. December 31, 2020 2019 Conversion of preferred stock and exchangeable shares (1) 194,495,747 173,188,488 Outstanding stock options 12,802,899 10,633,972 Options available for grant under the 2019 Equity Incentive Plan 3,413,074 6,526,981 Total common stock reserved for future issuance 210,711,720 190,349,441 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Stockholders_ Deficit (Tables_2
Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operations and support $ 639 $ 195 $ 1,579 $ 1,454 General and administrative 2,405 687 17,524 3,379 Research and development 475 136 1,016 993 Sales and marketing 54 2 55 3 Total stock-based compensation expense $ 3,573 $ 1,020 $ 20,174 $ 5,829 Total stock-based compensation expense is as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 1,171 $ 459 General and administrative 4,336 2,447 Operations and support 1,710 471 Sales and marketing 6 3 Total stock-based compensation expense $ 7,223 $ 3,380 |
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 Sonder’s stock options granted to employees, non-employees, officers, and directors: Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 2020 Expected term (in years) 4.00 3.99 - 4.00 5.79 Expected volatility 64% 64% 63% - 67% Dividend yield —% —% —% Risk-free interest Rate 0.61% 0.41% - 0.61% 0.44% - 1.46% Weighted-average grant-date fair value per stock option $6.59 $4.54 - $6.59 $2.56 - $2.69 The following table summarizes the key assumptions used to determine the fair value of Sonder’s stock options granted to employees, non-employees, officers, and directors: Years Ended December 31, 2020 2019 Expected term (in years) 5.79 5.00 - 6.25 Expected volatility 63% - 69% 33% - 35% Dividend yield —% —% Risk-free interest rate 0.4% - 1.5% 1.6% - 2.6% Weighted-average grant-date fair value per share $2.51 - $2.77 $1.47 - $1.62 |
Schedule of Option Activity | Option activity under Sonder’s plans was as follows (in thousands, except per share and term in years): Options Outstanding Number of Weighted-Average Weighted-Average Aggregate Balance as of December 31, 2019 10,633 $ 2.52 8.28 $ 20,195 Grants 5,829 $ 4.58 Exercises (1,093) $ 1.85 Forfeited (2,122) $ 3.21 Canceled (444) $ 2.16 Balance as of December 31, 2020 12,803 $ 3.02 7.97 $ 19,219 As of December 31, 2020 Options vested and exercisable 4,827 $ 2.47 6.54 $ 11,798 Options vested and expected to vest 12,803 $ 3.02 7.97 $ 19,219 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The income tax provision for the year ended December 31, 2020 was primarily due to state and foreign income tax expense and consisted of the following (in thousands): December 31, State $ 104 Foreign 219 Total provision for income taxes $ 323 |
Schedule of Loss before Provision for Income Taxes, Domestic and Foreign | Loss before provision for income taxes consisted of the following (in thousands) Years Ended December 31, 2020 2019 United States ($148,332) ($84,426) Foreign (101,661) (93,823) Total loss before provision for income taxes ($249,993) ($178,249) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to loss before income taxes to total income tax expense is as follows (in thousands): Years Ended December 31, 2020 2019 Income tax at U.S. statutory rate of 21% $ (52,499) $ (36,582) Foreign tax rate differential (889) (843) State income taxes (net of federal benefit) (8,553) (4,706) Tax credits (1,214) — Stock-based compensation 66 694 Non-deductible expenses 221 818 Other, net (1) 5,545 Change in valuation allowance 63,192 35,074 Total provision for income taxes $ 323 $ — |
Schedule of Deferred Tax Assets | The components of Sonder’s net deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets: Federal and state net operating losses $ 85,972 $ 29,916 Credit carryforwards 2,239 28 Accrued expenses and reserves 847 498 Deferred revenue 2,520 1,429 Deferred rent 4,747 5,007 Fixed and intangible assets 18,564 18,282 Other 7,131 3,667 Gross deferred tax assets 122,020 58,827 Valuation allowance (122,020) (58,827) Total deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 Beginning unrecognized tax benefits $ — Addition to tax positions related to prior years 383 Addition to tax positions related to current year 300 Ending unrecognized tax benefits $ 683 |
Net Loss Per Common Share (Ta_2
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (64,584) $ (55,514) $ (217,074) $ (178,056) Denominator Weighted-average common shares used in computing basic and diluted net loss per share 8,310,373 6,354,980 7,811,727 6,133,791 Net loss per share, basic and diluted $ (7.77) $ (8.74) $ (27.79) $ (29.03) The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts): Years Ended December 31, 2020 2019 Numerator Net Loss $ (250,316) $ (178,249) Net loss $ (250,316) $ (178,249) Denominator Weighted-average common shares outstanding 6,261,247 9,878,239 Weighted-average common shares used in computing basic and diluted net loss per share 6,261,247 9,878,239 Net loss per share, basic and diluted $ (39.98) $ (18.04) |
Schedule of Antidilutive Securities | The following potential common shares outstanding were excluded from the computation of diluted net loss because including them would have been anti-dilutive (in thousands): As of September 30, 2021 2020 Options to purchase common stock 17,826 9,616 Common stock subject to repurchase or forfeiture 1,745 4,593 Redeemable convertible preferred stock (1) 75,758 73,160 Exchangeable shares 22,001 22,422 Total common stock equivalents 117,330 109,791 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Security and Loan Agreement and related amendment as of September 30, 2021 and 2020. 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: Years Ended December 31, 2020 2019 Options to purchase common stock 12,802,899 10,633,972 Common stock subject to repurchase or forfeiture 4,562,207 4,847,841 Redeemable convertible preferred stock (1) 75,664,679 56,753,734 Exchangeable shares 22,017,113 22,001,764 Total common stock equivalents 115,046,898 94,237,311 __________________ (1) Includes the warrants reclassified to equity as of December 31, 2019 and those issued in connection with the 2018 Loan and Security Agreement and related amendment as of December 31, 2020 and 2019. |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Oct. 27, 2021 | Apr. 29, 2021 | Jan. 22, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | ||
Organization And Business Operations [Line Items] | ||||||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | |||||||
Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Sale of common stock, value | $ 25,000 | $ 25,000 | [1] | |||||
Date of incorporation | Jul. 21, 2020 | Jul. 21, 2020 | ||||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||||
Funds held in trust account, maturity description | The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. | Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. | ||||||
Annual limit of regulatory withdrawal | $ 900,000 | $ 900,000 | ||||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | |||||||
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | ||||||
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | ||||||
Dissolution expenses, maximum allowed | $ 100,000 | $ 100,000 | ||||||
Private Placement | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Amount placed in trust account | $ 450,000,000 | |||||||
Proceeds from sale of Units in initial public offering | 450,000,000 | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||||
Minimum | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Threshold net tangible assets | $ 5,000,001 | |||||||
Percentage of fair market value | 80.00% | |||||||
Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | ||||||
Class A Common Stock | Maximum | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Threshold net tangible assets | $ 5,000,001 | |||||||
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | ||||||
Common Stock | Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Sale of common stock, value | [1] | $ 0 | ||||||
Number of shares purchased | [1] | 0 | ||||||
Subsequent Event | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | |||||||
Subsequent Event | Minimum | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Percentage of fair market value | 80.00% | |||||||
Subsequent Event | Class A Common Stock | Maximum | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Threshold net tangible assets | $ 5,000,001 | |||||||
Subsequent Event | Common Stock | Private Placement | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Number of shares purchased | 20,000,000 | |||||||
Purchase price per share | $ 10 | |||||||
First Merger Sub, Second Merger Sub and Sonder | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Merger agreement date | Apr. 29, 2021 | |||||||
Date of business combination | Apr. 29, 2021 | |||||||
Sonder Holdings Inc. | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock par value (in dollars per share) | 0.000001 | |||||||
Sonder Holdings Inc. | Special Voting Series AA Common Stock | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock par value (in dollars per share) | 0.000001 | |||||||
Sonder Holdings Inc. | Special Voting Common Stock | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock par value (in dollars per share) | 0.000001 | |||||||
Sonder Holdings Inc. | Common Stock | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common stock subject to cancelation upon agreement without consideration | 1,277,285 | |||||||
Sale of common stock, value | $ 309,394,998 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Aggregate value of shares | $ 1,901,603,000 | $ 2,176,603,000 | ||||||
Per share value | $ 10 | $ 10 | ||||||
Number of shares purchased | 32,216,785 | |||||||
Sonder Holdings Inc. | Common Stock | Maximum | Gores Metropoulos II, Inc. | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Additional number of earn-out shares | 14,500,000 | |||||||
[1] | This number includes up to $1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 22, 2021 | Jul. 23, 2020 | |
Significant Accounting Policies [Line Items] | ||||||||
Total common stock equivalents (in shares) | 117,330,000 | 109,791,000 | 115,046,898 | 94,237,311 | ||||
Current liabilities | $ 259,168,000 | $ 54,201,000 | $ 259,168,000 | $ 54,201,000 | $ 33,492,000 | |||
Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Deferred offering costs | 285,941 | 285,941 | ||||||
organizational expenses | 4,000 | |||||||
Deferred tax asset net operating loss carry forwards and startup costs | 10,231 | 10,231 | ||||||
Number of warrants exercised | 0 | |||||||
Federal depository insurance coverage amount | 250,000 | 250,000 | $ 250,000 | 250,000 | ||||
Accrued interest and penalties related to unrecognized tax liabilities | 0 | $ 0 | 0 | $ 0 | ||||
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 | $ 450,029,593 | ||||||
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | 100.00% | 100.00% | ||||
Going concern description | If the Company does not complete its Business Combination by January 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||||
Dissolution expenses, maximum allowed | $ 100,000 | $ 100,000 | ||||||
Current liabilities | $ 30,423,283 | 461,173 | 30,423,283 | $ 461,173 | ||||
Working capital | $ (29,106,723) | $ (14,918) | $ (29,106,723) | $ (14,918) | ||||
Business combination of Public shares redemption | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Business combination description | if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering | |||||||
Class F Common Stock | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | 0 | 45,000,000 | 0 | ||||
Redemption percentage of shares if business combination not completed | 100.00% | 100.00% | 100.00% | 100.00% | ||||
Initial Public Offering | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | |||||||
Initial Public Offering | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Offering costs | $ 25,363,020 | |||||||
Underwriters' fees | 24,750,000 | |||||||
Offering costs related to warrant liability | $ 918,141 | |||||||
Initial Public Offering | Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | 45,000,000 | ||||||
Preferred Stock Warrants | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Total common stock equivalents (in shares) | 14,500,000 | 14,500,000 | ||||||
Common Stock | Gores Metropoulos II, Inc. | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Shares called by warrants | 14,500,000 | |||||||
Share price | $ 11.50 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) per Share (Details) - Gores Metropoulos II, Inc. - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Denominator: | ||||
Weighted-average shares outstanding | 11,500,000 | |||
Basic and diluted net loss per share | $ 0 | |||
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (4,706,930) | $ (36,043,721) | ||
Denominator: | ||||
Weighted-average shares outstanding | 45,000,000 | 41,538,462 | ||
Basic and diluted net loss per share | $ (0.10) | $ (0.87) | ||
Class F Common Stock | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (21,745) | $ (1,176,733) | $ (9,813,491) | |
Denominator: | ||||
Weighted-average shares outstanding | 11,500,000 | 11,250,000 | 11,309,524 | |
Basic and diluted net loss per share | $ 0 | $ (0.10) | $ (0.87) |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Jan. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | ||||||
Change in fair value of warrants reflected as a gain in statement of operations | $ (1,395,000) | $ (16,000) | $ (26,000) | $ (278,000) | |||
Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | ||||||
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | |||||
Percentage of deferred underwriting discount | 3.50% | ||||||
Change in fair value of warrants reflected as a gain in statement of operations | $ 1,595,000 | ||||||
Preferred Stock Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of shares contribute each unit | 0.2 | ||||||
Preferred Stock Warrants | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercisable term if business combination is completed | 30 days | 30 days | |||||
Warrant exercisable term from closing of public offer | 12 months | 12 months | |||||
Term of warrants | 5 years | ||||||
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | |||||
Warrants derivative liability | $ 16,290,000 | $ 15,300,000 | 15,300,000 | ||||
Change in fair value of warrants reflected as a gain in statement of operations | $ 990,000 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares contribute each unit | 1 | ||||||
Class A Common Stock | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | 0 | 45,000,000 | 0 | |||
Class A Common Stock | Preferred Stock Warrants | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Number of shares warrant may be converted | 1 | ||||||
Initial Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | ||||||
Purchase price of stock (in dollars per share) | $ 10 | ||||||
Initial Public Offering | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Percentage of upfront underwriting discount | 2.00% | 2.00% | |||||
Payment of upfront underwriting discount | $ 9,000,000 | ||||||
Percentage of deferred underwriting discount | 3.50% | 3.50% | |||||
Deferred underwriting discount | $ 15,750,000 | ||||||
Initial Public Offering | Class A Common Stock | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Mezzanine equity, shares issued (in shares) | 45,000,000 | 45,000,000 | |||||
Proceeds from sale of Units in initial public offering | $ 450,000,000 | ||||||
Accretion of carrying value to redemption value | $ 0 | $ 40,734,879 | |||||
Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Mezzanine equity, shares issued (in shares) | 5,000,000 | ||||||
Over-Allotment Option | Gores Metropoulos II, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Term of option to purchase additional units to cover over-allotment | 45 days | 45 days |
Public Offering - Reconciliatio
Public Offering - Reconciliation of Class A Common Stock (Details) - USD ($) | Jan. 22, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Gross proceeds | $ 450,000,000 | |||||
Total mezzanine equity | $ 568,483,000 | $ 567,463,000 | $ 568,483,000 | $ 360,170,000 | ||
Gores Metropoulos II, Inc. | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds | 450,000,000 | |||||
Class A shares issuance costs | $ (78,000) | $ (131,686) | (613,020) | |||
Total mezzanine equity | 450,000,000 | 450,000,000 | ||||
Class A Common Stock | Initial Public Offering | Gores Metropoulos II, Inc. | ||||||
Class of Stock [Line Items] | ||||||
Gross proceeds | 450,000,000 | |||||
Class A shares issuance costs | (24,444,879) | |||||
Accretion of carrying value to redemption value | 0 | (40,734,879) | ||||
Total mezzanine equity | $ 450,000,000 | 450,000,000 | ||||
Class A Common Stock | Initial Public Offering | Public Warrants | Gores Metropoulos II, Inc. | ||||||
Class of Stock [Line Items] | ||||||
Proceeds allocated to public warrants | $ (16,290,000) |
Proposed Offering - Additional
Proposed Offering - Additional information (Details) - Gores Metropoulos II, Inc. - shares | Jan. 22, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Percentage of deferred underwriting discount | 3.50% | ||
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | |
Preferred Stock Warrants | |||
Warrant exercisable term if business combination is completed | 30 days | 30 days | |
Warrant exercisable term from closing of public offer | 12 months | 12 months | |
Threshold period to complete business combination from closing of public offering | 24 months | 24 months | |
Term of warrants | 5 years | ||
Class A Common Stock | Preferred Stock Warrants | |||
Number of shares warrant may be converted | 1 | ||
Initial Public Offering | |||
Percentage of deferred underwriting discount | 3.50% | 3.50% | |
Percentage of upfront underwriting discount | 2.00% | 2.00% | |
Over-Allotment Option | |||
Term of option to purchase additional units to cover over-allotment | 45 days | 45 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 07, 2021shares | Jan. 12, 2021shares | Jul. 23, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Feb. 17, 2021USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||
Unpaid principal balance | $ 13,500,000 | $ 26,200,000 | $ 13,500,000 | $ 13,500,000 | $ 26,200,000 | $ 19,200,000 | ||||||||
Total stock-based compensation expense | $ 3,573,000 | $ 1,020,000 | 20,174,000 | $ 5,829,000 | $ 7,223,000 | $ 3,380,000 | ||||||||
Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Sale of common stock, value | $ 25,000 | $ 25,000 | [1] | |||||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | |||||||||||||
Founder Shares | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total stock-based compensation expense | $ 0 | |||||||||||||
Founder Shares | Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Conversion ratio | 1 | |||||||||||||
Founder Shares | Sponsor | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares purchased | shares | 11,500,000 | |||||||||||||
Sale of common stock, value | $ 25,000 | |||||||||||||
Purchase price per share | $ / shares | $ 0.002 | |||||||||||||
Founder shares transferred to independent directors | shares | 25,000 | |||||||||||||
Shares forfeited | shares | 250,000 | 1,500,000 | ||||||||||||
Percentage of founder shares held by the initial stockholders | 20.00% | |||||||||||||
Private Placement Warrants | Class A Common Stock | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares warrant may be converted | shares | 1 | 1 | 1 | 1 | 1 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||
Private Placement Warrants | Sponsor | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number outstanding (in shares) | shares | 5,500,000 | 5,500,000 | 5,500,000 | |||||||||||
Warrants sold, price per warrant | $ / shares | $ 2 | |||||||||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 11,000,000 | |||||||||||||
Sponsor Loan | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Unpaid principal balance | $ 300,000 | $ 300,000 | ||||||||||||
Promissory note issued | $ 1,500,000 | |||||||||||||
Proceeds from promissory note issued | 1,500,000 | |||||||||||||
Sponsor Loan | Initial Public Offering | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate principal amount | $ 300,000 | 300,000 | $ 300,000 | 300,000 | 300,000 | |||||||||
Administrative Services Agreement | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreed to pay to affiliate, monthly for office space, utilities and secretarial support | $ 20,000 | $ 20,000 | 20,000 | $ 20,000 | $ 20,000 | |||||||||
Administrative Services Agreement | Affiliate of the Sponsor | Gores Metropoulos II, Inc. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments to affiliate | $ 167,742 | |||||||||||||
[1] | This number includes up to $1,500,000 shares of Class F common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - Gores Metropoulos II, Inc. | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Deferred Underwriting Compensation [Line Items] | |
Deferred underwriting discount | $ 15,750,000 |
Percentage of deferred underwriting discount | 3.50% |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Gores Metropoulos II, Inc. | ||
Income Tax Expense (Benefit) [Line Items] | ||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | $ 0 |
Cash, Cash Equivalents and Ot_2
Cash, Cash Equivalents and Other Investments Held in Trust Account - Additional Information (Details) - Gores Metropoulos II, Inc. | Sep. 30, 2021USD ($) |
Schedule Of Investments [Line Items] | |
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 |
Money Market Funds | |
Schedule Of Investments [Line Items] | |
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | Sep. 30, 2021USD ($)$ / shares | Jan. 22, 2021USD ($) | Jan. 20, 2021USD ($)$ / shares |
Until Close of Business Combination | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Term of warrants | 6 months | ||
Subsequent to Business Combination | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Term of warrants | 5 years | ||
Preferred Stock Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Share price | $ / shares | $ 11.16 | ||
Preferred Stock Warrants | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Term of warrants | 5 years | ||
Share price | $ / shares | $ 1.70 | ||
Warrants derivative liability | $ | $ 15,300,000 | $ 16,290,000 | |
Public Warrants | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Share price | $ / shares | $ 1.70 | ||
Warrants derivative liability | $ | $ 15,300,000 | $ 16,300,000 | |
Private Warrants | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants derivative liability | $ | $ 9,350,000 | $ 10,000,000 | |
Expected Dividend Rate | Gores Metropoulos II, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Private placement warrants and public warrants, measurement input | 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Key Inputs Into Option Model for Private Placement Warrants and Public Warrants (Details) - Gores Metropoulos II, Inc. | Sep. 30, 2021USD ($) | Jan. 20, 2021USD ($) |
Implied Volatility/Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 0.20 | |
Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 0.0053 | |
Warrant Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Private placement warrants and public warrants, measurement input | 11.50 | 11.50 |
Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Term of warrants | 5 years 1 month 6 days | 5 years 6 months |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities - Gores Metropoulos II, Inc. | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 26,245,000 |
Change in fair value | (1,595,000) |
Ending balance | 24,650,000 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 9,955,000 |
Change in fair value | (605,000) |
Ending balance | 9,350,000 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 16,290,000 |
Change in fair value | (990,000) |
Ending balance | $ 15,300,000 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Gores Metropoulos II, Inc. - USD ($) | Sep. 30, 2021 | Jan. 20, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | $ 450,029,593 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | 15,300,000 | $ 16,300,000 |
Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | 9,350,000 | $ 10,000,000 |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Fair Value, Recurring | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (15,300,000) | |
Fair Value, Recurring | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (9,350,000) | |
Fair Value, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash, cash equivalents and other investments held in Trust Account | 450,029,593 | |
Fair Value, Recurring | Quoted Prices in Active Markets (Level 1) | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | (15,300,000) | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Private Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants derivative liability | $ (9,350,000) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Gores Metropoulos II, Inc. | Sep. 30, 2021Vote$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares | Jul. 23, 2020$ / shares |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 440,000,000 | ||
Number of votes for each share | Vote | 1 | 1 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 45,000,000 | 0 | |
Common stock, shares outstanding (in shares) | 45,000,000 | 0 | |
Class F Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 11,250,000 | 11,500,000 | |
Common stock, shares outstanding (in shares) | 11,250,000 | 11,500,000 | |
Preferred stock, shares issued (in shares) | 11,500,000 | ||
Preferred stock, shares outstanding (in shares) | 11,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 15, 2021 | Nov. 12, 2021 | Sep. 30, 2021 | Feb. 17, 2021 | Dec. 31, 2020 |
Gores Metropoulos II, Inc. | |||||
Subsequent Event [Line Items] | |||||
Notes and advances payable – related party | $ 1,500,000 | $ 300,000 | |||
Sponsor | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Notes and advances payable – related party | $ 0 | ||||
Sponsor Loan | Gores Metropoulos II, Inc. | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | $ 1,500,000 | ||||
Sponsor Loan | Subsequent Event | Gores Metropoulos II, Inc. | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | $ 1,000,000 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) $ in Millions | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Deferred transaction costs | $ 5.5 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 67,454 | $ 26,471 | $ 146,281 | $ 87,193 | $ 115,678 | $ 142,910 |
Direct revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 33,912 | 17,227 | 77,968 | 40,347 | 59,340 | 46,779 |
Indirect revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 33,542 | $ 9,244 | $ 68,313 | $ 46,846 | $ 56,338 | $ 96,131 |
Net Loss Per Common Share - Nar
Net Loss Per Common Share - Narrative (Details) - Common Stock - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, shares authorized (in shares) | 143,234,881 | 128,734,881 | 107,168,070 |
Common stock par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Denominator | ||||||
Weighted-average common shares used in computing basic net loss per share (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Weighted-average common shares used in computing diluted net loss per share (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Net loss per share, basic (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net loss per share, diluted (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 117,330,000 | 109,791,000 | 115,046,898 | 94,237,311 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 17,826,000 | 9,616,000 | 12,802,899 | 10,633,972 |
Common stock subject to repurchase or forfeiture | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 1,745,000 | 4,593,000 | 4,562,207 | 4,847,841 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 75,758,000 | 73,160,000 | 75,664,679 | 56,753,734 |
Exchangeable shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 22,001,000 | 22,422,000 | 22,017,113 | 22,001,764 |
Fair value measurement and fi_5
Fair value measurement and financial instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other non-current liabilities: | |||
Preferred stock warrant liabilities | $ 2,535 | $ 1,140 | $ 822 |
Share-settled redemption feature | 37,328 | 0 | |
Total financial liabilities measured and recorded at fair value | $ 39,863 | $ 1,140 | $ 822 |
Fair value measurement and fi_6
Fair value measurement and financial instruments - Financial Liabilities Measured at Fair Value (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 1,140 | $ 822 | $ 0 |
Additions for new instruments issued | 45,156 | 292 | 544 |
Increase in fair value of preferred stock warrants | 26 | 278 | |
Ending balance | 39,863 | 1,140 | $ 822 |
Preferred Stock Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Increase in fair value of preferred stock warrants | 1,395 | 26 | |
Share-Settled Redemption Feature | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Increase in fair value of preferred stock warrants | $ (7,828) | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Mar. 12, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020CAD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | $ 25,022,000 | $ 12,715,000 | $ 12,715,000 | $ 25,022,000 | $ 18,274,000 | ||||||||
Deferred loan issuance costs | 1,200,000 | 700,000 | 700,000 | 1,200,000 | 900,000 | ||||||||
Unpaid principal balance | 26,200,000 | 13,500,000 | 13,500,000 | 26,200,000 | 19,200,000 | ||||||||
Restricted cash | 1,641,000 | 215,000 | 215,000 | 1,641,000 | 3,330,000 | $ 2,710,000 | |||||||
Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 165,000,000 | ||||||||||||
Proceeds from convertible notes, net of issuance costs | 162,400,000 | ||||||||||||
Issuance costs | $ 2,600,000 | ||||||||||||
Interest rate payable annually | 1.00% | ||||||||||||
Proceeds from stock offering resulting in automatic conversion | $ 50,000,000 | ||||||||||||
Available cash held by potential acquiree resulting in automatic conversion | 200,000,000 | ||||||||||||
Qualifying conversion amount | $ 2,300,000,000 | ||||||||||||
Conversion price, as a percentage of stock price | 87.50% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 12.3819 | ||||||||||||
Amount outstanding | $ 119,800,000 | ||||||||||||
Interest expense | 400,000 | 900,000 | |||||||||||
Share-settled redemption feature | $ 45,200,000 | 37,300,000 | 37,300,000 | ||||||||||
2018 Loan and Security Agreement | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 50,000,000 | ||||||||||||
Unused commitments | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 40,000,000 | ||||||||
Interest expense | 1,000,000 | $ 1,400,000 | 3,700,000 | $ 4,300,000 | 5,200,000 | 3,400,000 | |||||||
Future minimum principal repayments in the remainder of the fiscal year | 5,100,000 | 5,100,000 | |||||||||||
Future minimum principal repayments due in year one | 17,000,000 | 14,900,000 | 14,900,000 | 17,000,000 | |||||||||
Future minimum principal repayments due in year two | 14,900,000 | 9,000,000 | 9,000,000 | 14,900,000 | |||||||||
Future minimum principal repayments due in year three | 9,000,000 | 2,400,000 | 2,400,000 | 9,000,000 | |||||||||
2018 Promissory Note | Secured Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 25,000,000 | 65,000,000 | |||||||||||
End of term payment, percentage of outstanding principal | 5.25% | ||||||||||||
Facility fee | $ 300,000 | ||||||||||||
Amount outstanding | 25,000,000 | ||||||||||||
Additional loan commitments | $ 10,000,000 | ||||||||||||
Potential increase in interest rate | 5.00% | ||||||||||||
2018 Promissory Note | Prime Rate | Secured Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 5.75% | ||||||||||||
2018 Promissory Note | Prime Rate | Secured Promissory Note | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 4.75% | ||||||||||||
2020 Promissory Note | Secured Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 25,000,000 | ||||||||||||
End of term payment, percentage of outstanding principal | 4.75% | ||||||||||||
Amount outstanding | $ 25,000,000 | 25,000,000 | |||||||||||
2020 Promissory Note | Prime Rate | Secured Promissory Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 5.75% | ||||||||||||
2020 Promissory Note | Prime Rate | Secured Promissory Note | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 4.50% | ||||||||||||
Revolving Credit Facility | 2020 Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Potential increase in interest rate | 2.00% | ||||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||||
Letter of credit fee percentage | 1.50% | ||||||||||||
Non-use fee percentage | 0.25% | ||||||||||||
Additional liquidity covenant amount | $ 25,000,000 | $ 25,000,000 | |||||||||||
Cash collateral percentage | 105.00% | ||||||||||||
Amount outstanding under line of credit | 0 | 0 | |||||||||||
Revolving Credit Facility | 2020 Credit Facility | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 2.00% | ||||||||||||
Revolving Credit Facility | 2020 Credit Facility | Eurodollar | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rate | 2.00% | ||||||||||||
Revolving Credit Facility | 2020 Québec Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate payable annually | 6.00% | 6.00% | 6.00% | ||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||||
Amount outstanding under line of credit | $ 0 | 0 | 0 | $ 0 | |||||||||
Debt term | 10 years | ||||||||||||
Revolving Credit Facility | Conditional-Refund Financial Contribution Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate payable annually | 6.00% | 6.00% | 6.00% | ||||||||||
Facility fee | $ 300,000 | ||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||
Debt term | 10 years | ||||||||||||
Potential reduction in principal and accrued interest | $ 5,000,000 | $ 5,000,000 | |||||||||||
Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount outstanding under line of credit | $ 24,200,000 | $ 24,200,000 | |||||||||||
Letter of Credit | 2020 Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount outstanding under line of credit | $ 20,000,000 | $ 20,000,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of discount | $ 23,009 | $ 0 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractually Stated Interest Expense | $ 400 | 900 | |
Amortization of discount | $ 11,700 | $ 24,300 | |
Effective Interest Rate | 35.83% | 35.83% |
Preferred Stock Warrants - Sche
Preferred Stock Warrants - Schedule of Preferred Stock Warrants Outstanding (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2016 |
Series A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 59,440 | 59,440 | ||||
Exercise price (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | |||
Series B | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 57,696 | 57,696 | ||||
Exercise price (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | |||
Series C | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 218,417 | 218,417 | ||||
Exercise price (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | |||
Series D | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 71,456 | 71,456 | ||||
Exercise price (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 |
Preferred Stock Warrants - Narr
Preferred Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrants | $ 1,395 | $ 16 | $ 26 | $ 278 | |||||
Series A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 59,440 | ||||||||
Exercise price (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | $ 1.36 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | $ 0 | $ 300 | 0 | $ 0 | 100 | |||
Series B | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 57,696 | ||||||||
Exercise price (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | $ 2.40 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | 0 | $ 200 | 0 | $ 0 | $ 100 | |||
Series C | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 218,417 | 238,274 | |||||||
Exercise price (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | $ 5.04 | |||||
Preferred stock warrant liabilities | $ 200 | ||||||||
Fair value of warrants | $ 100 | 0 | $ 800 | 0 | $ 0 | $ 400 | |||
Series C | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 7 years | ||||||||
Series C | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 5 years | ||||||||
Series D | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 71,456 | ||||||||
Exercise price (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | $ 10.50 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | $ 0 | $ 100 | $ 100 | $ 0 | ||||
Series D | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 7 years | ||||||||
Series D | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 5 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remaining three months of 2021 | $ 54,139 | |
2022 | 282,410 | $ 200,157 |
2023 | 363,491 | 274,010 |
2024 | 399,423 | 317,339 |
2025 | 404,312 | 322,268 |
Thereafter | 1,873,380 | |
Total minimum future lease payments | $ 3,377,155 | $ 2,527,872 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | $ 46.9 | $ 23.6 | $ 125.5 | $ 96.3 | $ 133.1 | $ 116.2 |
Exit costs for terminated leases | 5.5 | 0 | ||||
Cost of Revenue | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | 45 | 21.7 | 119.2 | 90.3 | 124.8 | 109.5 |
Operations and Support | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | 1.1 | 0.8 | 3.8 | 1.5 | 2.8 | 2.6 |
General and Administrative | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | $ 0.8 | $ 1.1 | $ 2.5 | $ 4.5 | $ 5.5 | $ 4.1 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Millions | Sep. 30, 2020USD ($) | Jul. 30, 2020USD ($) | Sep. 30, 2021USD ($)suretyProvider | Dec. 31, 2020USD ($)suretyProvider | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | |||||
Number of surety providers | suretyProvider | 6 | 5 | |||
Surety Bond | |||||
Loss Contingencies [Line Items] | |||||
Aggregate principal amount | $ 56.4 | $ 46.2 | |||
Amount outstanding | 32 | 23.9 | |||
Broad Street Investigation | |||||
Loss Contingencies [Line Items] | |||||
Damages sought by other parties | $ 3.9 | $ 3.9 | |||
Estimated accrual for potential losses | $ 1.1 | $ 0.6 | $ 0 |
Exchangeable shares and redee_5
Exchangeable shares and redeemable convertible preferred stock (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||||
Net carrying value | $ 568,483,000 | $ 567,463,000 | $ 360,170,000 | ||||
Total exchangeable shares | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 35,193,000 | 35,192,637 | 34,508,918 | ||||
Mezzanine equity, shares outstanding (in shares) | 22,006,000 | 22,017,113 | 22,001,764 | ||||
Net carrying value | $ 49,733,000 | $ 49,733,000 | $ 45,203,000 | ||||
Aggregate liquidation preference | $ 49,741,000 | $ 49,741,000 | $ 45,211,000 | ||||
Series AA Common | |||||||
Temporary Equity [Line Items] | |||||||
Common stock, shares authorized (in shares) | 22,518,000 | 22,517,608 | 22,254,459 | ||||
Common stock, shares outstanding (in shares) | 9,427,000 | 9,437,358 | 9,842,579 | ||||
Series Seed 1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,589,000 | 2,588,866 | 2,588,866 | ||||
Mezzanine equity, shares outstanding (in shares) | 2,589,000 | 2,588,866 | 2,588,866 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 1,359,000 | $ 1,359,000 | $ 1,359,000 | ||||
Aggregate liquidation preference | $ 1,372,000 | $ 1,372,000 | $ 1,372,000 | ||||
Series Seed 2 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,209,000 | 1,209,160 | 1,209,160 | ||||
Mezzanine equity, shares outstanding (in shares) | 1,209,000 | 1,209,160 | 1,209,160 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 606,000 | $ 606,000 | $ 606,000 | ||||
Aggregate liquidation preference | $ 605,000 | $ 605,000 | $ 605,000 | ||||
Series Seed 3 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 704,000 | 704,380 | 704,380 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 787,000 | $ 787,000 | $ 787,000 | ||||
Aggregate liquidation preference | $ 768,000 | $ 768,000 | $ 768,000 | ||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 183,000 | 183,420 | 183,420 | ||||
Mezzanine equity, shares outstanding (in shares) | 183,000 | 183,420 | 183,420 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Aggregate liquidation preference | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,336,000 | 2,335,500 | 2,335,500 | ||||
Mezzanine equity, shares outstanding (in shares) | 2,336,000 | 2,335,500 | 2,335,500 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 5,610,000 | $ 5,610,000 | $ 5,610,000 | ||||
Aggregate liquidation preference | $ 5,605,000 | $ 5,605,000 | $ 5,605,000 | ||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,175,000 | 3,175,207 | 3,175,207 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,175,000 | 3,175,207 | 3,175,207 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 15,991,000 | $ 15,991,000 | $ 15,991,000 | ||||
Aggregate liquidation preference | $ 16,003,000 | $ 16,003,000 | $ 16,003,000 | ||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,058,000 | 2,057,926 | 2,057,926 | ||||
Mezzanine equity, shares outstanding (in shares) | 1,963,000 | 1,962,652 | 1,962,652 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 20,600,000 | $ 20,600,000 | $ 20,600,000 | ||||
Aggregate liquidation preference | $ 20,608,000 | $ 20,608,000 | $ 20,608,000 | ||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 421,000 | 420,570 | |||||
Mezzanine equity, shares outstanding (in shares) | 421,000 | 420,570 | |||||
Issuance price per share (in dollars per share) | $ 10.77 | $ 10.77 | |||||
Net carrying value | $ 4,530,000 | $ 4,530,000 | |||||
Aggregate liquidation preference | $ 4,530,000 | $ 4,530,000 | |||||
Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 173,803,110 | 159,303,110 | 138,679,570 | ||||
Mezzanine equity, shares outstanding (in shares) | 75,757,555 | 75,757,555 | 75,664,679 | 73,159,553 | 72,069,019 | 56,753,734 | 47,476,173 |
Net carrying value | $ 518,750,000 | $ 518,750,000 | $ 517,730,000 | $ 490,896,000 | $ 479,156,000 | $ 314,967,000 | $ 135,506,000 |
Aggregate liquidation preference | 529,838,000 | 528,837,000 | $ 325,179,000 | ||||
Conversion value | $ 100,000,000 | $ 100,000,000 | |||||
Series Seed 1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,703,000 | 3,702,526 | 3,702,526 | ||||
Mezzanine equity, shares outstanding (in shares) | 785,000 | 1,113,660 | 1,113,660 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 269,000 | $ 443,000 | $ 443,000 | ||||
Aggregate liquidation preference | $ 416,000 | $ 590,000 | $ 590,000 | ||||
Series Seed 1-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,703,000 | 3,702,526 | 3,702,526 | ||||
Mezzanine equity, shares outstanding (in shares) | 328,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 174,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 174,000 | $ 0 | $ 0 | ||||
Series Seed 2 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,720,000 | 1,719,560 | 1,719,560 | ||||
Mezzanine equity, shares outstanding (in shares) | 471,000 | 510,400 | 510,400 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 222,000 | $ 242,000 | $ 242,000 | ||||
Aggregate liquidation preference | $ 235,000 | $ 255,000 | $ 255,000 | ||||
Series Seed 2-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,720,000 | 1,719,560 | 1,719,560 | ||||
Mezzanine equity, shares outstanding (in shares) | 39,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 20,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 20,000 | $ 0 | $ 0 | ||||
Series Seed 3 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series Seed 3-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 7,023,000 | 7,023,193 | 7,023,193 | ||||
Mezzanine equity, shares outstanding (in shares) | 6,780,000 | 6,780,333 | 6,780,333 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 9,241,000 | $ 9,241,000 | $ 9,241,000 | ||||
Aggregate liquidation preference | $ 9,221,000 | $ 9,221,000 | $ 9,221,000 | ||||
Series A-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 7,023,000 | 7,023,193 | 7,023,193 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 15,611,000 | 15,611,276 | 15,611,276 | ||||
Mezzanine equity, shares outstanding (in shares) | 13,218,000 | 13,218,080 | 13,218,080 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 27,105,000 | $ 27,105,000 | $ 27,105,000 | ||||
Aggregate liquidation preference | $ 31,723,000 | $ 31,723,000 | $ 31,723,000 | ||||
Series B-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 15,611,000 | 15,611,276 | 15,611,276 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 19,071,000 | 19,070,648 | 19,070,648 | ||||
Mezzanine equity, shares outstanding (in shares) | 12,144,000 | 15,657,167 | 15,657,167 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 56,496,000 | $ 74,204,000 | $ 74,204,000 | ||||
Aggregate liquidation preference | $ 61,204,000 | $ 78,912,000 | $ 78,912,000 | ||||
Series C-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 19,071,000 | 19,070,648 | 19,070,648 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,514,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 17,708,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 17,708,000 | $ 0 | $ 0 | ||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 21,603,000 | 21,603,476 | 21,508,202 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,472,000 | 16,663,497 | 19,474,094 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 35,808,000 | $ 174,315,000 | $ 203,732,000 | ||||
Aggregate liquidation preference | $ 36,460,000 | $ 174,967,000 | $ 204,478,000 | ||||
Series D-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 21,603,000 | 21,603,476 | 21,508,202 | ||||
Mezzanine equity, shares outstanding (in shares) | 16,049,000 | 2,858,234 | 0 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 168,518,000 | $ 30,011,000 | $ 0 | ||||
Aggregate liquidation preference | $ 168,518,000 | $ 30,011,000 | $ 0 | ||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 34,933,000 | 20,432,992 | |||||
Mezzanine equity, shares outstanding (in shares) | 18,956,000 | 18,863,308 | |||||
Issuance price per share (in dollars per share) | $ 10.77 | $ 10.77 | |||||
Net carrying value | $ 203,189,000 | $ 202,169,000 | |||||
Aggregate liquidation preference | $ 204,159,000 | $ 203,158,000 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common stock and temporary equity, shares authorized (in shares) | 35,192,637 | 35,192,637 | |
Stock Options | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Stock Options | 2013 Stock Option and Grant Plan | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 128,734,881 | 143,234,881 | 107,168,070 |
Common stock par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common Stock | Stock Options | 2013 Stock Option and Grant Plan | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 0 | ||
Common Stock | Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 845,650 | 845,650 | |
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Mezzanine equity, shares authorized (in shares) | 159,303,110 | 173,803,110 | 138,679,570 |
Common Stock - Schedule of Shar
Common Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 230,957,065 | 210,711,720 | 190,349,441 |
Stock Options | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 17,825,731 | 12,802,899 | 10,633,972 |
Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 4,135,587 | 3,413,074 | 6,526,981 |
Preferred and Exchangeable Stock | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 208,995,747 | 194,495,747 | 173,188,488 |
Stockholders_ Deficit - Schedul
Stockholders’ Deficit - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 3,573 | $ 1,020 | $ 20,174 | $ 5,829 | $ 7,223 | $ 3,380 |
Operations and support | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 639 | 195 | 1,579 | 1,454 | 1,710 | 471 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 2,405 | 687 | 17,524 | 3,379 | 4,336 | 2,447 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 475 | 136 | 1,016 | 993 | 1,171 | 459 |
Sales and marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 54 | $ 2 | $ 55 | $ 3 | $ 6 | $ 3 |
Stockholders_ Deficit - Sched_2
Stockholders’ Deficit - Schedule of Fair Value Inputs for Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value per share (in dollars per share) | $ 2.60 | $ 1.25 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 4 years | 5 years 9 months 14 days | 5 years 9 months 14 days | ||
Expected volatility | 64.00% | 64.00% | |||
Expected volatility, minimum | 63.00% | 63.00% | 33.00% | ||
Expected volatility, maximum | 67.00% | 69.00% | 35.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.61% | ||||
Risk-free interest rate, minimum | 0.41% | 0.44% | 0.40% | 1.60% | |
Risk-free interest rate, maximum | 0.61% | 1.46% | 1.50% | 2.60% | |
Weighted-average grant-date fair value per share (in dollars per share) | $ 6.59 | ||||
Minimum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 3 years 11 months 26 days | 5 years | |||
Weighted-average grant-date fair value per share (in dollars per share) | $ 4.54 | $ 2.56 | $ 2.51 | $ 1.47 | |
Maximum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 4 years | 6 years 3 months | |||
Weighted-average grant-date fair value per share (in dollars per share) | $ 6.59 | $ 2.69 | $ 2.77 | $ 1.62 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) - USD ($) $ in Thousands | Nov. 15, 2019 | Nov. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 5,829 | ||||||||
Stock-based compensation expense | $ 3,573 | $ 1,020 | $ 20,174 | $ 5,829 | $ 7,223 | $ 3,380 | |||
Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 5,613,290 | 5,613,290 | |||||||
Chief Executive Officer | Promissory Note | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Amounts due from related party | $ 24,600 | ||||||||
Interest rate payable annually | 2.00% | ||||||||
Debt term | 4 years | ||||||||
Related party notes receivable | $ 25,600 | 25,600 | $ 25,200 | $ 24,700 | |||||
Chief Executive Officer | CEO Performance Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 3,572,093 | ||||||||
Chief Executive Officer | CEO Performance Awards | IPO Condition | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 1,530,897 | ||||||||
Chief Executive Officer | CEO Performance Awards | Qualified Financing Condition | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | ||||||||
Chief Executive Officer | CEO Performance Awards | Market Capitalization Condition | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | ||||||||
Chief Executive Officer | Service-Based Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | 2,041,197 | ||||||||
Vesting period | 72 months | ||||||||
Grant date fair value of options | $ 3,200 | $ 3,000 | |||||||
Stock-based compensation expense | $ 11,600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Provision for income taxes | $ 133 | $ 11 | $ 226 | $ 14 | $ 323 | $ 0 |
Effective income tax rate | 0.00% | 0.00% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | Nov. 15, 2019 | Nov. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 12, 2021 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 5,829 | |||||
Convertible Debt | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 165 | |||||
Convertible Notes | Convertible Debt | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | 165 | |||||
Convertible Notes | Convertible Debt | Subsequent Event | Sonder Investors and Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 43.3 | |||||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 5,613,290 | 5,613,290 | ||||
Aggregate exercise price | $ 24.6 | |||||
Chief Executive Officer | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Related party notes receivable | $ 25.2 | $ 25.6 | $ 24.7 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - USD ($) | Dec. 10, 2021 | Oct. 27, 2021 |
Subsequent Event [Line Items] | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Aggregate purchase price | $ 165,000,000 | $ 1,901,603,000 |
Purchase price of stock (in dollars per share) | $ 10 | |
Number of shares issued (in shares) | 2,475,000 | |
Sonder Holdings Inc. | ||
Subsequent Event [Line Items] | ||
Aggregate purchase price | $ 309,394,998 | |
Number of shares issued (in shares) | 32,216,785 | |
Class F Common Stock | ||
Subsequent Event [Line Items] | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Shares cancelled (in shares) | 1,277,285 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Sep. 30, 2021USD ($) | |
Accounting Policies [Line Items] | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Deferred rent | $ 28,760 | $ 25,172 | $ 44,110 |
Prepaid rent | 9,907 | 13,882 | $ 3,009 |
Gain (loss) from foreign currency transactions | 600 | (5,700) | |
Advertising expenses | $ 4,900 | $ 1,200 | |
Internal-use software | |||
Accounting Policies [Line Items] | |||
Useful life | 2 years | ||
Stock Options | |||
Accounting Policies [Line Items] | |||
Requisite service period | 4 years | ||
Contractual term | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computers, equipment, and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Revenue - Disaggregated Reven_2
Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 67,454 | $ 26,471 | $ 146,281 | $ 87,193 | $ 115,678 | $ 142,910 |
Direct revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 33,912 | 17,227 | 77,968 | 40,347 | 59,340 | 46,779 |
Indirect revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 33,542 | $ 9,244 | $ 68,313 | $ 46,846 | $ 56,338 | $ 96,131 |
Revenue - Disaggregated Reven_3
Revenue - Disaggregated Revenues by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 67,454 | $ 26,471 | $ 146,281 | $ 87,193 | $ 115,678 | $ 142,910 |
Americas | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 91,411 | 121,228 | ||||
United States | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 85,891 | 113,567 | ||||
Other Americas | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 5,520 | 7,661 | ||||
Europe, Middle East, and Africa (EMEA) | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 24,267 | 21,682 | ||||
Great Britain | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 8,607 | 16,139 | ||||
UNITED ARAB EMIRATES | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 10,328 | 1,787 | ||||
Other EMEA | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 5,332 | $ 3,756 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark | One Travel Agency | ||
Product Information [Line Items] | ||
Percentage of total revenues | 31.00% | |
Revenue Benchmark | First Travel Agency | ||
Product Information [Line Items] | ||
Percentage of total revenues | 39.00% | |
Revenue Benchmark | Second Travel Agency | ||
Product Information [Line Items] | ||
Percentage of total revenues | 12.00% | |
Revenue Benchmark | Third Travel Agency | ||
Product Information [Line Items] | ||
Percentage of total revenues | 11.00% | |
Accounts Receivable | Two Travel Agencies | ||
Product Information [Line Items] | ||
Percentage of total revenues | 34.00% |
Revenue - Allowance for Doubtfu
Revenue - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 2,503 | $ 1,292 |
Additions | 2,577 | 1,211 |
Write-offs, net of recoveries | 2,510 | 0 |
Ending balance | $ 2,570 | $ 2,503 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet Information [Abstract] | |||
Accrued compensation | $ 3,269 | $ 3,817 | |
Accrued legal expenses | 1,606 | 2,602 | |
Accrued other liabilities | 3,373 | 2,490 | |
Total accrued liabilities | $ 14,130 | $ 8,248 | $ 8,909 |
Fair value measurement and fi_7
Fair value measurement and financial instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other non-current liabilities: | |||
Preferred stock warrant liabilities | $ 2,535 | $ 1,140 | $ 822 |
Total financial liabilities measured and recorded at fair value | $ 39,863 | $ 1,140 | $ 822 |
Fair value measurement and fi_8
Fair value measurement and financial instruments - Financial Liabilities Measured at Fair Value (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 1,140 | $ 822 | $ 0 |
Additions for new instruments issued | 45,156 | 292 | 544 |
Increase in fair value of preferred stock warrants | 26 | 278 | |
Ending balance | $ 39,863 | $ 1,140 | $ 822 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 52,655 | $ 50,341 | |
Less accumulated depreciation | (28,451) | (20,239) | |
Property and equipment, net | 24,204 | 30,102 | $ 22,987 |
Depreciation and amortization | 17,000 | 11,200 | |
Disposals of property and equipment | 12,700 | ||
Decrease in accumulated depreciation | 8,800 | ||
Loss from disposal of property and equipment | 3,800 | ||
Operations and Support | |||
Property, Plant and Equipment [Line Items] | |||
Loss from disposal of property and equipment | 3,500 | ||
General and Administrative | |||
Property, Plant and Equipment [Line Items] | |||
Loss from disposal of property and equipment | 300 | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 41,092 | 38,863 | |
Computers, equipment, and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4,361 | 4,024 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 7,023 | 7,232 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 179 | $ 222 |
Debt (Details)
Debt (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020CAD ($) | Jun. 30, 2020USD ($) | Jan. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Long-term debt | $ 25,022,000 | $ 12,715,000 | $ 12,715,000 | $ 25,022,000 | $ 18,274,000 | |||||||||
Unpaid principal balance | 26,200,000 | 13,500,000 | 13,500,000 | 26,200,000 | 19,200,000 | |||||||||
Deferred loan issuance costs | 1,200,000 | 700,000 | 700,000 | 1,200,000 | 900,000 | |||||||||
Restricted cash | 1,641,000 | 215,000 | 215,000 | 1,641,000 | 3,330,000 | $ 2,710,000 | ||||||||
2016 Loan and Security Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 3,000,000 | $ 7,000,000 | ||||||||||||
Interest expense | 300,000 | |||||||||||||
2016 Loan and Security Agreement | Prime Rate | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 1.00% | |||||||||||||
2018 Loan and Security Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 50,000,000 | |||||||||||||
Interest expense | 1,000,000 | $ 1,400,000 | 3,700,000 | $ 4,300,000 | 5,200,000 | 3,400,000 | ||||||||
Unused commitments | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 40,000,000 | |||||||||
Future minimum principal repayments due in year one | 17,000,000 | 14,900,000 | 14,900,000 | 17,000,000 | ||||||||||
Future minimum principal repayments due in year two | 14,900,000 | 9,000,000 | 9,000,000 | 14,900,000 | ||||||||||
Future minimum principal repayments due in year three | 9,000,000 | 2,400,000 | 2,400,000 | 9,000,000 | ||||||||||
Future minimum principal repayments due in year four | 2,400,000 | 2,400,000 | ||||||||||||
2018 Promissory Note | Secured Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 25,000,000 | 65,000,000 | ||||||||||||
End of term payment, percentage of outstanding principal | 5.25% | |||||||||||||
Facility fee | $ 300,000 | |||||||||||||
Amount outstanding | 25,000,000 | |||||||||||||
Additional loan commitments | $ 10,000,000 | |||||||||||||
Potential increase in interest rate | 5.00% | |||||||||||||
2018 Promissory Note | Prime Rate | Secured Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 5.75% | |||||||||||||
2018 Promissory Note | Prime Rate | Secured Promissory Note | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 4.75% | |||||||||||||
2020 Promissory Note | Secured Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 25,000,000 | |||||||||||||
End of term payment, percentage of outstanding principal | 4.75% | |||||||||||||
Amount outstanding | $ 25,000,000 | 25,000,000 | ||||||||||||
2020 Promissory Note | Prime Rate | Secured Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 5.75% | |||||||||||||
2020 Promissory Note | Prime Rate | Secured Promissory Note | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 4.50% | |||||||||||||
Revolving Credit Facility | 2020 Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Potential increase in interest rate | 2.00% | |||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||||
Letter of credit fee percentage | 1.50% | |||||||||||||
Non-use fee percentage | 0.25% | |||||||||||||
Additional liquidity covenant amount | $ 25,000,000 | 25,000,000 | ||||||||||||
Cash collateral percentage | 105.00% | |||||||||||||
Amount outstanding under line of credit | 0 | 0 | ||||||||||||
Revolving Credit Facility | 2020 Credit Facility | Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 2.00% | |||||||||||||
Revolving Credit Facility | 2020 Credit Facility | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate | 2.00% | |||||||||||||
Revolving Credit Facility | 2020 Québec Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||||||||
Amount outstanding under line of credit | $ 0 | 0 | 0 | $ 0 | ||||||||||
Interest rate payable annually | 6.00% | 6.00% | 6.00% | |||||||||||
Debt term | 10 years | |||||||||||||
Revolving Credit Facility | Conditional-Refund Financial Contribution Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Facility fee | $ 300,000 | |||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||||
Interest rate payable annually | 6.00% | 6.00% | 6.00% | |||||||||||
Debt term | 10 years | |||||||||||||
Potential reduction in principal and accrued interest | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amount outstanding under line of credit | $ 24,200,000 | $ 24,200,000 | ||||||||||||
Letter of Credit | 2020 Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amount outstanding under line of credit | $ 20,000,000 | $ 20,000,000 |
Preferred Stock Warrants - Sc_2
Preferred Stock Warrants - Schedule of Preferred Stock Warrants Outstanding (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2016 |
Series A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 59,440 | 59,440 | ||||
Exercise price (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | |||
Series B | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 57,696 | 57,696 | ||||
Exercise price (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | |||
Series C | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 218,417 | 218,417 | ||||
Exercise price (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | |||
Series D | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number outstanding (in shares) | 71,456 | 71,456 | ||||
Exercise price (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 |
Preferred Stock Warrants - Na_2
Preferred Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrants | $ 1,395 | $ 16 | $ 26 | $ 278 | |||||
Series A | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 59,440 | ||||||||
Exercise price (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | $ 1.36 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | $ 0 | $ 300 | 0 | $ 0 | 100 | |||
Series B | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 57,696 | ||||||||
Exercise price (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | $ 2.40 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | 0 | $ 200 | 0 | $ 0 | $ 100 | |||
Series C | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 218,417 | 238,274 | |||||||
Exercise price (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | $ 5.04 | |||||
Preferred stock warrant liabilities | $ 200 | ||||||||
Fair value of warrants | $ 100 | 0 | $ 800 | 0 | $ 0 | $ 400 | |||
Series C | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 7 years | ||||||||
Series C | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 5 years | ||||||||
Series D | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number outstanding (in shares) | 71,456 | ||||||||
Exercise price (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | $ 10.50 | |||||
Preferred stock warrant liabilities | $ 100 | ||||||||
Fair value of warrants | $ 0 | $ 0 | $ 100 | $ 100 | $ 0 | ||||
Series D | Maximum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 7 years | ||||||||
Series D | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Term of warrants | 5 years |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 | $ 282,410 | $ 200,157 |
2022 | 363,491 | 274,010 |
2023 | 399,423 | 317,339 |
2024 | 404,312 | 322,268 |
2025 | 296,205 | |
Thereafter | 1,117,893 | |
Total minimum future lease payments | $ 3,377,155 | $ 2,527,872 |
Leases - Narrative (Details)_2
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | $ 46.9 | $ 23.6 | $ 125.5 | $ 96.3 | $ 133.1 | $ 116.2 |
Exit costs for terminated leases | 5.5 | 0 | ||||
Cost of Revenue | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | 45 | 21.7 | 119.2 | 90.3 | 124.8 | 109.5 |
Operations and Support | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | 1.1 | 0.8 | 3.8 | 1.5 | 2.8 | 2.6 |
General and Administrative | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent expense for operating leases | $ 0.8 | $ 1.1 | $ 2.5 | $ 4.5 | $ 5.5 | $ 4.1 |
Commitments and contingencies_3
Commitments and contingencies (Details) $ in Millions | Sep. 30, 2020USD ($) | Jul. 30, 2020USD ($) | Sep. 30, 2021USD ($)suretyProvider | Dec. 31, 2020USD ($)suretyProvider | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | |||||
Number of surety providers | suretyProvider | 6 | 5 | |||
Surety Bond | |||||
Loss Contingencies [Line Items] | |||||
Aggregate principal amount | $ 56.4 | $ 46.2 | |||
Amount outstanding | 32 | 23.9 | |||
Broad Street Investigation | |||||
Loss Contingencies [Line Items] | |||||
Damages sought by other parties | $ 3.9 | $ 3.9 | |||
Estimated accrual for potential losses | $ 1.1 | $ 0.6 | $ 0 |
Exchangeable shares and redee_6
Exchangeable shares and redeemable convertible preferred stock (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||||
Net carrying value | $ 568,483,000 | $ 567,463,000 | $ 360,170,000 | ||||
Total exchangeable shares | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 35,193,000 | 35,192,637 | 34,508,918 | ||||
Mezzanine equity, shares outstanding (in shares) | 22,006,000 | 22,017,113 | 22,001,764 | ||||
Net carrying value | $ 49,733,000 | $ 49,733,000 | $ 45,203,000 | ||||
Aggregate liquidation preference | $ 49,741,000 | $ 49,741,000 | $ 45,211,000 | ||||
Series AA Common | |||||||
Temporary Equity [Line Items] | |||||||
Common stock, shares authorized (in shares) | 22,518,000 | 22,517,608 | 22,254,459 | ||||
Common stock, shares outstanding (in shares) | 9,427,000 | 9,437,358 | 9,842,579 | ||||
Series Seed 1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,589,000 | 2,588,866 | 2,588,866 | ||||
Mezzanine equity, shares outstanding (in shares) | 2,589,000 | 2,588,866 | 2,588,866 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 1,359,000 | $ 1,359,000 | $ 1,359,000 | ||||
Aggregate liquidation preference | $ 1,372,000 | $ 1,372,000 | $ 1,372,000 | ||||
Series Seed 2 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,209,000 | 1,209,160 | 1,209,160 | ||||
Mezzanine equity, shares outstanding (in shares) | 1,209,000 | 1,209,160 | 1,209,160 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 606,000 | $ 606,000 | $ 606,000 | ||||
Aggregate liquidation preference | $ 605,000 | $ 605,000 | $ 605,000 | ||||
Series Seed 3 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 704,000 | 704,380 | 704,380 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 787,000 | $ 787,000 | $ 787,000 | ||||
Aggregate liquidation preference | $ 768,000 | $ 768,000 | $ 768,000 | ||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 183,000 | 183,420 | 183,420 | ||||
Mezzanine equity, shares outstanding (in shares) | 183,000 | 183,420 | 183,420 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Aggregate liquidation preference | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,336,000 | 2,335,500 | 2,335,500 | ||||
Mezzanine equity, shares outstanding (in shares) | 2,336,000 | 2,335,500 | 2,335,500 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 5,610,000 | $ 5,610,000 | $ 5,610,000 | ||||
Aggregate liquidation preference | $ 5,605,000 | $ 5,605,000 | $ 5,605,000 | ||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,175,000 | 3,175,207 | 3,175,207 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,175,000 | 3,175,207 | 3,175,207 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 15,991,000 | $ 15,991,000 | $ 15,991,000 | ||||
Aggregate liquidation preference | $ 16,003,000 | $ 16,003,000 | $ 16,003,000 | ||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 2,058,000 | 2,057,926 | 2,057,926 | ||||
Mezzanine equity, shares outstanding (in shares) | 1,963,000 | 1,962,652 | 1,962,652 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 20,600,000 | $ 20,600,000 | $ 20,600,000 | ||||
Aggregate liquidation preference | $ 20,608,000 | $ 20,608,000 | $ 20,608,000 | ||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 421,000 | 420,570 | |||||
Mezzanine equity, shares outstanding (in shares) | 421,000 | 420,570 | |||||
Issuance price per share (in dollars per share) | $ 10.77 | $ 10.77 | |||||
Net carrying value | $ 4,530,000 | $ 4,530,000 | |||||
Aggregate liquidation preference | $ 4,530,000 | $ 4,530,000 | |||||
Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 173,803,110 | 159,303,110 | 138,679,570 | ||||
Mezzanine equity, shares outstanding (in shares) | 75,757,555 | 75,757,555 | 75,664,679 | 73,159,553 | 72,069,019 | 56,753,734 | 47,476,173 |
Net carrying value | $ 518,750,000 | $ 518,750,000 | $ 517,730,000 | $ 490,896,000 | $ 479,156,000 | $ 314,967,000 | $ 135,506,000 |
Aggregate liquidation preference | 529,838,000 | 528,837,000 | $ 325,179,000 | ||||
Conversion value | $ 100,000,000 | $ 100,000,000 | |||||
Series Seed 1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,703,000 | 3,702,526 | 3,702,526 | ||||
Mezzanine equity, shares outstanding (in shares) | 785,000 | 1,113,660 | 1,113,660 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 269,000 | $ 443,000 | $ 443,000 | ||||
Aggregate liquidation preference | $ 416,000 | $ 590,000 | $ 590,000 | ||||
Series Seed 1-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 3,703,000 | 3,702,526 | 3,702,526 | ||||
Mezzanine equity, shares outstanding (in shares) | 328,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 0.53 | $ 0.53 | $ 0.53 | ||||
Net carrying value | $ 174,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 174,000 | $ 0 | $ 0 | ||||
Series Seed 2 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,720,000 | 1,719,560 | 1,719,560 | ||||
Mezzanine equity, shares outstanding (in shares) | 471,000 | 510,400 | 510,400 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 222,000 | $ 242,000 | $ 242,000 | ||||
Aggregate liquidation preference | $ 235,000 | $ 255,000 | $ 255,000 | ||||
Series Seed 2-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 1,720,000 | 1,719,560 | 1,719,560 | ||||
Mezzanine equity, shares outstanding (in shares) | 39,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Net carrying value | $ 20,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 20,000 | $ 0 | $ 0 | ||||
Series Seed 3 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series Seed 3-A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 704,000 | 704,380 | 704,380 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.09 | $ 1.09 | $ 1.09 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series A | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 7,023,000 | 7,023,193 | 7,023,193 | ||||
Mezzanine equity, shares outstanding (in shares) | 6,780,000 | 6,780,333 | 6,780,333 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 9,241,000 | $ 9,241,000 | $ 9,241,000 | ||||
Aggregate liquidation preference | $ 9,221,000 | $ 9,221,000 | $ 9,221,000 | ||||
Series A-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 7,023,000 | 7,023,193 | 7,023,193 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 1.36 | $ 1.36 | $ 1.36 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series B | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 15,611,000 | 15,611,276 | 15,611,276 | ||||
Mezzanine equity, shares outstanding (in shares) | 13,218,000 | 13,218,080 | 13,218,080 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 27,105,000 | $ 27,105,000 | $ 27,105,000 | ||||
Aggregate liquidation preference | $ 31,723,000 | $ 31,723,000 | $ 31,723,000 | ||||
Series B-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 15,611,000 | 15,611,276 | 15,611,276 | ||||
Mezzanine equity, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 2.40 | $ 2.40 | $ 2.40 | ||||
Net carrying value | $ 0 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 0 | $ 0 | $ 0 | ||||
Series C | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 19,071,000 | 19,070,648 | 19,070,648 | ||||
Mezzanine equity, shares outstanding (in shares) | 12,144,000 | 15,657,167 | 15,657,167 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 56,496,000 | $ 74,204,000 | $ 74,204,000 | ||||
Aggregate liquidation preference | $ 61,204,000 | $ 78,912,000 | $ 78,912,000 | ||||
Series C-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 19,071,000 | 19,070,648 | 19,070,648 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,514,000 | 0 | 0 | ||||
Issuance price per share (in dollars per share) | $ 5.04 | $ 5.04 | $ 5.04 | ||||
Net carrying value | $ 17,708,000 | $ 0 | $ 0 | ||||
Aggregate liquidation preference | $ 17,708,000 | $ 0 | $ 0 | ||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 21,603,000 | 21,603,476 | 21,508,202 | ||||
Mezzanine equity, shares outstanding (in shares) | 3,472,000 | 16,663,497 | 19,474,094 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 35,808,000 | $ 174,315,000 | $ 203,732,000 | ||||
Aggregate liquidation preference | $ 36,460,000 | $ 174,967,000 | $ 204,478,000 | ||||
Series D-1 | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 21,603,000 | 21,603,476 | 21,508,202 | ||||
Mezzanine equity, shares outstanding (in shares) | 16,049,000 | 2,858,234 | 0 | ||||
Issuance price per share (in dollars per share) | $ 10.50 | $ 10.50 | $ 10.50 | ||||
Net carrying value | $ 168,518,000 | $ 30,011,000 | $ 0 | ||||
Aggregate liquidation preference | $ 168,518,000 | $ 30,011,000 | $ 0 | ||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Mezzanine equity, shares authorized (in shares) | 34,933,000 | 20,432,992 | |||||
Mezzanine equity, shares outstanding (in shares) | 18,956,000 | 18,863,308 | |||||
Issuance price per share (in dollars per share) | $ 10.77 | $ 10.77 | |||||
Net carrying value | $ 203,189,000 | $ 202,169,000 | |||||
Aggregate liquidation preference | $ 204,159,000 | $ 203,158,000 |
Common stock - Narrative (Det_2
Common stock - Narrative (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Common stock and temporary equity, shares authorized (in shares) | 35,192,637 | 35,192,637 | |
Stock Options | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Stock Options | 2013 Stock Option and Grant Plan | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Contractual term | 10 years | ||
Requisite service period | 4 years | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 128,734,881 | 143,234,881 | 107,168,070 |
Common stock par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common Stock | Stock Options | 2013 Stock Option and Grant Plan | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 0 | ||
Common Stock | Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 845,650 | 845,650 | |
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Mezzanine equity, shares authorized (in shares) | 159,303,110 | 173,803,110 | 138,679,570 |
Common stock - Schedule of Sh_2
Common stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 230,957,065 | 210,711,720 | 190,349,441 |
Stock Options | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 17,825,731 | 12,802,899 | 10,633,972 |
Stock Options | 2019 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 4,135,587 | 3,413,074 | 6,526,981 |
Preferred and Exchangeable Stock | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance (in shares) | 208,995,747 | 194,495,747 | 173,188,488 |
Stockholders_ Deficit - Sched_3
Stockholders’ Deficit - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 3,573 | $ 1,020 | $ 20,174 | $ 5,829 | $ 7,223 | $ 3,380 |
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 475 | 136 | 1,016 | 993 | 1,171 | 459 |
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 2,405 | 687 | 17,524 | 3,379 | 4,336 | 2,447 |
Operations and support | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 639 | 195 | 1,579 | 1,454 | 1,710 | 471 |
Sales and marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 54 | $ 2 | $ 55 | $ 3 | $ 6 | $ 3 |
Stockholders_ Deficit - Narra_2
Stockholders’ Deficit - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2019 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation | $ 18,200 | |||||
Unrecognized stock-based compensation, weighted-average period of recognition | 1 year 6 months 29 days | |||||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 2.60 | $ 1.25 | ||||
Total intrinsic value of options exercised | $ 3,300 | $ 900 | ||||
Number of shares granted and available for purchase (in shares) | 5,829 | |||||
Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 5,613,290 | 5,613,290 | ||||
Chief Executive Officer | Promissory Note | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Amounts due from related party | $ 24,600 | |||||
Interest rate payable annually | 2.00% | |||||
Debt term | 4 years | |||||
Related party notes receivable | $ 25,200 | $ 24,700 | $ 25,600 | |||
Chief Executive Officer | CEO Performance Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 3,572,093 | |||||
Chief Executive Officer | CEO Performance Awards | IPO Condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 1,530,897 | |||||
Chief Executive Officer | CEO Performance Awards | Qualified Financing Condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | |||||
Chief Executive Officer | CEO Performance Awards | Market Capitalization Condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 1,020,598 | |||||
Chief Executive Officer | Service-Based Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted and available for purchase (in shares) | 2,041,197 | |||||
Vesting period | 72 months | |||||
Grant date fair value of options | $ 3,200 | $ 3,000 |
Stockholders_ Deficit - Sched_4
Stockholders’ Deficit - Schedule of Fair Value Inputs for Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value per share (in dollars per share) | $ 2.60 | $ 1.25 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 4 years | 5 years 9 months 14 days | 5 years 9 months 14 days | ||
Expected volatility, minimum | 63.00% | 63.00% | 33.00% | ||
Expected volatility, maximum | 67.00% | 69.00% | 35.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.41% | 0.44% | 0.40% | 1.60% | |
Risk-free interest rate, maximum | 0.61% | 1.46% | 1.50% | 2.60% | |
Weighted-average grant-date fair value per share (in dollars per share) | $ 6.59 | ||||
Minimum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 3 years 11 months 26 days | 5 years | |||
Weighted-average grant-date fair value per share (in dollars per share) | $ 4.54 | $ 2.56 | $ 2.51 | $ 1.47 | |
Maximum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 4 years | 6 years 3 months | |||
Weighted-average grant-date fair value per share (in dollars per share) | $ 6.59 | $ 2.69 | $ 2.77 | $ 1.62 |
Stockholders_ Deficit - Sched_5
Stockholders’ Deficit - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Beginning balance (in shares) | 10,633 | |
Grants (in shares) | 5,829 | |
Exercises (in shares) | (1,093) | |
Forfeited (in shares) | (2,122) | |
Canceled (in shares) | (444) | |
Ending balance (in shares) | 12,803 | 10,633 |
Weighted-Average Exercise Price per Option | ||
Beginning balance (in dollars per share) | $ 2.52 | |
Grants (in dollars per share) | 4.58 | |
Exercises (in dollars per share) | 1.85 | |
Forfeited (in dollars per share) | 3.21 | |
Canceled (in dollars per share) | 2.16 | |
Ending balance (in dollars per share) | $ 3.02 | $ 2.52 |
Stock Options Additional Disclosures | ||
Weighted average remaining contractual term, outstanding | 7 years 11 months 19 days | 8 years 3 months 10 days |
Aggregate intrinsic value, outstanding | $ 19,219 | $ 20,195 |
Options vested and exercisable, number of options (in shares) | 4,827 | |
Options vested and exercisable, weighted-average exercise price per option (in dollars per share) | $ 2.47 | |
Options vested and exercisable, weighted average remaining contractual term | 6 years 6 months 14 days | |
Options vested and exercisable, aggregate intrinsic value | $ 11,798 | |
Options vested and expected to vest, number of options (in shares) | 12,803 | |
Options vested and expected to vest, weighted-average exercise price per option (in dollars per share) | $ 3.02 | |
Options vested and expected to vest, weighted average remaining contractual term | 7 years 11 months 19 days | |
Options vested and expected to vest, aggregate intrinsic value | $ 19,219 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit) [Line Items] | |||||||
Provision for income taxes | $ 133 | $ 11 | $ 226 | $ 14 | $ 323 | $ 0 | |
Increase in valuation allowance | 63,200 | 35,100 | |||||
Net operating losses subject to limitation | $ 27,300 | ||||||
Uncertain tax positions | 683 | 0 | |||||
Federal | |||||||
Income Tax Expense (Benefit) [Line Items] | |||||||
Net operating loss carryforwards | 262,700 | 97,200 | |||||
Net operating loss carryforwards set to expire | 11,000 | ||||||
Net operating loss carryforwards with no expiration | 251,700 | ||||||
State | |||||||
Income Tax Expense (Benefit) [Line Items] | |||||||
Net operating loss carryforwards | 239,900 | 102,500 | |||||
Foreign | |||||||
Income Tax Expense (Benefit) [Line Items] | |||||||
Net operating loss carryforwards | $ 87,000 | $ 26,400 |
Income taxes - Schedule of Prov
Income taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
State | $ 104 | |||||
Foreign | 219 | |||||
Total provision for income taxes | $ 133 | $ 11 | $ 226 | $ 14 | $ 323 | $ 0 |
Income taxes - Schedule of Loss
Income taxes - Schedule of Loss before Provision for Income Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
United States | $ (148,332) | $ (84,426) | ||||
Foreign | (101,661) | (93,823) | ||||
Loss before income taxes | $ (64,451) | $ (55,503) | $ (216,848) | $ (178,042) | $ (249,993) | $ (178,249) |
Income taxes - Effective Income
Income taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax at U.S. statutory rate of 21% | $ (52,499) | $ (36,582) | ||||
Foreign tax rate differential | (889) | (843) | ||||
State income taxes (net of federal benefit) | (8,553) | (4,706) | ||||
Tax credits | (1,214) | 0 | ||||
Stock-based compensation | 66 | 694 | ||||
Non-deductible expenses | 221 | 818 | ||||
Other, net | (1) | 5,545 | ||||
Change in valuation allowance | 63,192 | 35,074 | ||||
Total provision for income taxes | $ 133 | $ 11 | $ 226 | $ 14 | $ 323 | $ 0 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal and state net operating losses | $ 85,972 | $ 29,916 |
Credit carryforwards | 2,239 | 28 |
Accrued expenses and reserves | 847 | 498 |
Deferred revenue | 2,520 | 1,429 |
Deferred rent | 4,747 | 5,007 |
Fixed and intangible assets | 18,564 | 18,282 |
Other | 7,131 | 3,667 |
Gross deferred tax assets | 122,020 | 58,827 |
Valuation allowance | (122,020) | (58,827) |
Total deferred tax assets | $ 0 | $ 0 |
Income taxes - Schedule of Unre
Income taxes - Schedule of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning unrecognized tax benefits | $ 0 |
Addition to tax positions related to prior years | 383 |
Addition to tax positions related to current year | 300 |
Ending unrecognized tax benefits | $ 683 |
Net Loss Per Common Share - N_2
Net Loss Per Common Share - Narrative (Details) - Common Stock - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common stock, shares authorized (in shares) | 143,234,881 | 128,734,881 | 107,168,070 |
Common stock par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Net Loss Per Common Share - S_3
Net Loss Per Common Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||
Net loss | $ (64,584) | $ (55,514) | $ (217,074) | $ (178,056) | $ (250,316) | $ (178,249) |
Denominator | ||||||
Weighted-average common shares used in computing basic net loss per share (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Weighted-average common shares used in computing diluted net loss per share (in shares) | 8,310,373 | 6,354,980 | 7,811,727 | 6,133,791 | 6,261,247 | 9,878,239 |
Net loss per share, basic (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net loss per share, diluted (in dollars per share) | $ (7.77) | $ (8.74) | $ (27.79) | $ (29.03) | $ (39.98) | $ (18.04) |
Net Loss Per Common Share - S_4
Net Loss Per Common Share - Schedule of Anti-Dilutive Securities (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 117,330,000 | 109,791,000 | 115,046,898 | 94,237,311 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 17,826,000 | 9,616,000 | 12,802,899 | 10,633,972 |
Common stock subject to repurchase or forfeiture | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 1,745,000 | 4,593,000 | 4,562,207 | 4,847,841 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 75,758,000 | 73,160,000 | 75,664,679 | 56,753,734 |
Exchangeable shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents (in shares) | 22,001,000 | 22,422,000 | 22,017,113 | 22,001,764 |
Related party transactions (D_2
Related party transactions (Details) - USD ($) $ in Millions | Nov. 15, 2019 | Nov. 30, 2019 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Number of shares granted and available for purchase (in shares) | 5,829 | ||
Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Number of shares granted and available for purchase (in shares) | 5,613,290 | 5,613,290 | |
Aggregate exercise price | $ 24.6 |
Subsequent events (Details)_2
Subsequent events (Details) - Convertible Debt $ in Millions | Mar. 12, 2021USD ($) |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 165 |
Interest rate payable annually | 1.00% |
Convertible Notes | Subsequent Event | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 165 |
Proceeds from issuance of convertible debt | $ 162.4 |
Interest rate payable annually | 1.00% |
Uncategorized Items - son-20220
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 198,952,000 |