Basis of Presentation | Basis of Presentation Nature of Operations Sonder Holdings Inc., together with its wholly owned subsidiaries (collectively, the “Company”), provides short and long-term accommodations to travelers in various cities across North America, Europe, and the Middle East. The units in each apartment-style building and each hotel property are selected, designed, and managed directly by the Company. The Company also provides accommodations to travelers through boutique hotels that are designated as Powered by Sonder properties, each with its own unique design elements and features. On January 18, 2022, the Company consummated the previously announced business combination by and among Gores Metropoulos II, Inc. (“GMII”), two subsidiaries of GMII, and Sonder Operating Inc., a Delaware corporation formerly known as Sonder Holdings Inc. (“Legacy Sonder”) (the “Business Combination”). Refer to Note 13 , Business Combination, for details of the transaction. Basis of Financial Statement Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Sonder Holdings Inc., its wholly owned subsidiaries, and one variable interest entity (“VIE”) for which it is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, inclu ding normal recurring adjustments, necessary to present fairly the Company’s financial position at September 30, 2023 and December 31, 2022, its results of operations and comprehensive loss and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022 , and cash flows for the nine months ended September 30, 2023 and 2022 . The Company’s condensed consolidated results of operations and comprehensive loss and stockholders’ deficit for the three and nine months ended September 30, 2023 and cash flows for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and as a "smaller reporting company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies. Reverse Stock Split On September 19, 2023, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (including special voting common stock), par value $0.0001 per share, effective as of 4:01 p.m., Eastern Time, on September 20, 2023 (the “Effective Time”). As of the Effective Time, every 20 shares of the Company’s issued and outstanding common stock and every 20 shares of its issued and outstanding special voting common stock were combined into one issued and outstanding share of common stock or one issued and outstanding share of special voting common stock, respectively. The total number of authorized shares of common stock was reduced from 400,000,000 to 20,000,000, and the total number of authorized shares of special voting common stock was reduced from 40,000,000 to 2,000,000. The number of authorized shares of preferred stock remained unchanged at 250,000,000 shares, and the par value of the Company’s common stock (including special voting common stock) remained unchanged at $0.0001 per share. As of the Effective Time, proportional adjustments to reflect the Reverse Stock Split were also made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding warrants and stock options, the number of shares issuable pursuant to outstanding restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive and employee stock purchase plans. The exercise prices and stock price targets of outstanding stock options, warrants, and equity awards were also proportionately adjusted, as applicable. Accordingly, with respect to the Company’s publicly traded warrants trading under the symbol “SONDW,” every 20 warrants outstanding immediately prior to the Reverse Stock Split became exercisable for one share of common stock at an exercise price of $230.00 per share. Proportional adjustments were also made to the number of shares issuable pursuant to the Earn Out provided for in the Company’s Agreement and Plan of Merger dated April 29, 2021, as amended, and its triggering event share prices. The outstanding Post-Combination Exchangeable Common Stock of the Company’s subsidiary, Sonder Canada Inc., were also consolidated on a 1-for-20 basis to reflect the Reverse Stock Split. Any fractional interests in the Post-Combination Exchangeable Common Stock were paid out in cash, applying the same per-share price applicable to the Company’s common stock, and fractional interests in the related shares of special voting common stock were paid out in cash with reference to their automatic redemption price as stated in the Company’s certificate of incorporation. The effects of the Reverse Stock Split have been reflected in these condensed consolidated financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company manages the credit risk associated with cash and cash equivalents by investing in lower risk money market funds and by maintaining operating accounts that are diversified among various institutions with good credit quality. The Company maintains cash accounts that, at times, exceed federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of such limits. Management believes that it is not exposed to any significant risks on its cash and cash equivalent accounts. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Examples of where management makes estimates and assumptions included, but are not limited to, the fair value of share-based awards, estimated useful life of long-lived assets, bad-debt allowances, valuation of intellectual property and intangible assets, contingent liabilities, valuation allowance for deferred tax assets, and valuation of non-routine complex transactions, such as recognition of the Earn Out Liability and SPAC Warrants (both as defined below), among others. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates. Reclassification Certain amounts reported in previous condensed consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net loss, total assets, total stockholders’ deficit, net cash used in operating activities, net cash used in investing activities, or net cash provided by financing activities. Restatement of Previously Reported Financial Statements Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022, the Company identified and corrected the following: The Company recorded $12.2 million as an adjustment to correct the initial recorded fair value of $23.7 million for the Public Warrants (as defined below) upon consummation of the Business Combination. This correction was made as a $12.2 million increase to the originally recorded additional paid-in capital and a corresponding reduction to other income in the September 30, 2022 condensed consolidated statements of operations and comprehensive loss. This adjustment, in addition to the adjustments in fair value from the date of the Business Combination to the end of the three and nine months ended September 30, 2022, resulted in net changes in fair value of $0.8 million and $12.5 million for the three and nine months ended September 30, 2022, respectively. Further, this adjustment resulted in a change in basic and diluted net loss per share from $7.00 per share as previously reported to $6.83 per share as corrected for the three months ended September 30, 2022 and from $9.00 per share as previously reported to $10.70 per share as corrected for the nine months ended September 30, 2022. Management considers such correction to be immaterial to the previously issued condensed consolidated financial statements. The following table presents only those line items affected by the correction as discussed above (in thousands): As Previously Reported Adjustments As Corrected Statement of Operations and Comprehensive Loss Three months ended September 30, 2022: Change in fair value of SPAC Warrants $ 1,305 $ (810) $ 495 Total non-operating expense (income), net 12,815 (810) 12,005 Loss before income taxes (74,083) 810 (73,273) Net loss (74,499) 810 (73,689) Comprehensive loss (69,666) 810 (68,856) Basic and diluted net loss per common share (1) $ (7.00) $ 0.17 $ (6.83) Nine months ended September 30, 2022: Change in fair value of SPAC Warrants $ (36,329) $ 12,510 $ (23,819) Total non-operating expense (income), net (129,394) 12,510 (116,884) Loss before income taxes (95,318) (12,510) (107,828) Net loss (95,882) (12,510) (108,392) Less: Net loss attributable to convertible and exchangeable preferred stockholders 3,886 (3,886) — Net loss attributable to common stockholders (91,996) (16,396) (108,392) Comprehensive loss (83,966) (12,510) (96,476) Basic and diluted net loss per common share (1) $ (9.00) $ (1.70) $ (10.70) Statement of Stockholders' Equity Three months ended September 30, 2022: Net loss $ (74,499) $ 810 $ (73,689) Accumulated Deficit (910,694) (12,510) (923,204) Total stockholders' equity at September 30, 2022 $ 39,131 $ (360) $ 38,771 Nine months ended September 30, 2022: Assumption of SPAC Warrants upon consummation of business combination $ (38,135) $ 12,150 $ (25,985) Net loss (95,882) (12,510) (108,392) Additional Paid-in Capital 930,608 12,150 942,758 Accumulated Deficit (910,694) (12,510) (923,204) Total stockholders' equity at September 30, 2022 $ 39,131 $ (360) $ 38,771 Statement of Cash Flows Cash flows from operating activities Net loss $ (95,882) $ (12,510) $ (108,392) Change in fair value of SPAC Warrants (36,329) 12,510 (23,819) |