Table of Contents` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 001-39907 ___________________________________ Sonder Holdings In ...

Sonder Holdings, Inc. (NASDAQ:SOND) Q2 2022 Earnings Conference Call August 10, 2022 5:00 PM ET Company Participants Francis Davidson - Co-Founder and CEO Sanjay Banker - President and CFO Conference Call Participants Jed Kelly - Oppenheimer Ron Josey - Citi Operator Good day and thank you for standing by and welcome to Sonder Second Quarter 2022 Earnings Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator I ...

Δ Sonder Investor Presentation August 2022 Sonder at Yelo Jean Médecin, Nice Opened in April 2022 1 Disclaimer Use of Non-GAAP Financial Measures Sonder supplements its consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), by providing additional financial measures that are not prepared in accordance with GAAP, including Property Level Costs, Property Level Profit (Loss), Property Level Profit (Loss) Margin, Adjusted EBITDA, Ad ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-Q ___________________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ (Registrant's telephone number, including area code ...

Δ Sonder 1 Investor Presentation May 2022 Sonder The Henry, London Opened in April 2022 Disclaimer Use of Non-GAAP Financial Measures Sonder supplements its consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), by providing additional financial measures that are not prepared in accordance with GAAP, including Property Level Costs, Property Level Profit (Loss), Property Level Profit (Loss) Margin, Adjusted EBITDA, Adjusted EBITD ...

Sonder Holdings, Inc. (NASDAQ:SOND) Q1 2022 Earnings Conference Call May 11, 2022 5:00 PM ET Company Participants Ellie Ducommun - Director, Strategic Finance Francis Davidson - Co-Founder and CEO Sanjay Banker - President and CFO Conference Call Participants Jed Kelly - Oppenheimer Ron Josey - Citi Stephen Grambling - Goldman Sachs Operator Thank you for standing by and welcome to Sonder Holdings First Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After th ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 001-04321 Sonder Holdings Inc. (State or other jurisdiction of ( ...

Sonder Holdings, Inc. (NASDAQ:SOND) Q4 2021 Earnings Conference Call March 9, 2022 5:00 PM ET Company Participants Francis Davidson – Co-Founder and Chief Executive Officer Nicolas Chammas – Vice President of Strategic Finance and Investment Analysis Sanjay Banker – President and Chief Financial Officer Conference Call Participants Jed Kelly – Oppenheimer Andrew Boon – JMP Securities Stephen Grambling – Goldman Sachs Operator Thank you for standing by and welcome to Sonder Fourth Quarter and full-year 2021 ...

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited interim financial statements as a special purpose acquisition company (SPAC) focused on a business combination [Balance Sheets](index=3&type=section&id=Balance%20Sheets) The company's balance sheet shows total assets of $451.3 million, primarily cash in trust, against a total stockholders' deficit of $44.8 million Balance Sheet Comparison (Unaudited) | Balance Sheet Items | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $39,734 | $160,314 | | Cash, cash equivalents and other investments held in Trust Account | $450,029,593 | $0 | | **Total Assets** | **$451,346,153** | **$446,255** | | **Liabilities** | | | | Public warrants derivative liability | $15,300,000 | $0 | | Private warrants derivative liability | $9,350,000 | $0 | | Deferred underwriting compensation | $15,750,000 | $0 | | **Total Liabilities** | **$46,173,283** | **$461,173** | | **Equity** | | | | Class A subject to possible redemption | $450,000,000 | $0 | | **Total stockholders' equity (deficit)** | **($44,827,130)** | **($14,918)** | [Statements of Operations](index=4&type=section&id=Statements%20of%20Operations) The company reported no revenue and a net loss of $5.1 million for the nine months ended September 30, 2021, driven by non-cash warrant liability changes Statement of Operations Highlights (Unaudited) | Item | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | Gain/(loss) from change in fair value of warrant liabilities | ($4,350,000) | $1,595,000 | | **Net Loss** | **($5,883,663)** | **($5,122,333)** | | Net loss per share (Class A & F) | ($0.10) | ($0.87) | [Statements of Cash Flows](index=6&type=section&id=Statements%20of%20Cash%20Flows) Cash flow activities were dominated by financing from the IPO and investing activities related to funding the Trust Account Cash Flow Summary for Nine Months Ended Sep 30, 2021 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used by operating activities | ($2,677,967) | | Net cash used in investing activities | ($450,029,593) | | Net cash provided by financing activities | $452,586,980 | [Notes to Interim Financial Statements](index=7&type=section&id=Notes%20to%20Interim%20Financial%20Statements) Notes detail the proposed merger with Sonder Holdings Inc, IPO proceeds, warrant liability accounting, and related party loans - On April 29, 2021, the Company entered into a Merger Agreement with Sonder Holdings Inc, with an amendment on October 27, 2021, reducing the aggregate stock consideration from approximately **$2.18 billion to $1.90 billion** and extending the transaction termination date to January 31, 2022[23](index=23&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - The company completed its IPO on January 22, 2021, selling 45,000,000 units at $10.00 per unit, generating gross proceeds of **$450,000,000**, with an aggregate of **$450,000,000** placed in a Trust Account[43](index=43&type=chunk)[77](index=77&type=chunk) - Public and private warrants are accounted for as derivative liabilities, with fair values as of September 30, 2021, of **$15.3 million** for public warrants and **$9.35 million** for private warrants[70](index=70&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - The Sponsor has provided loans for operational expenses, with **$1,500,000 outstanding** as of September 30, 2021, and an additional loan of up to $1,000,000 made available in November 2021[90](index=90&type=chunk)[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the proposed merger with Sonder, operational results, liquidity sources, and the timeline for completing a business combination - The company is a blank check company that completed its IPO on January 22, 2021, and is seeking to complete a business combination[115](index=115&type=chunk) - The proposed business combination with Sonder Holdings Inc was amended on October 27, 2021, reducing the aggregate stock consideration to **~$1.9B** and extending the merger agreement termination date to January 31, 2022[116](index=116&type=chunk)[122](index=122&type=chunk) - As of September 30, 2021, the company had **$39,734 in cash** outside the Trust Account for working capital and has received a **$1.5 million loan** from its Sponsor to fund ongoing operational expenses[139](index=139&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) - Contractual obligations include a **$20,000 monthly administrative services fee** and a deferred underwriting discount of **$15,750,000**, payable only upon completion of a Business Combination[148](index=148&type=chunk)[149](index=149&type=chunk) Results of Operations | Period | Net Loss | Key Driver | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | ($5,883,663) | Includes ($4,350,000) non-cash loss from change in warrant liability fair value | | Nine months ended Sep 30, 2021 | ($5,122,333) | Includes $1,595,000 non-cash gain from change in warrant liability fair value | [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is primarily limited to interest rate fluctuations on the $450 million held in its Trust Account - The company's primary market risk exposure is related to changes in interest rates on the investments held in the Trust Account[151](index=151&type=chunk) - As of September 30, 2021, the Trust Account held **$450,029,593** invested in money market funds, with an effective annualized rate of return of approximately **0.0008%**[152](index=152&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2021[155](index=155&type=chunk) - **No material changes** were made to the company's internal control over financial reporting during the most recent fiscal quarter[156](index=156&type=chunk) [PART II—OTHER INFORMATION](index=31&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings, though a related stockholder action is disclosed elsewhere - The company reports **no legal proceedings** under this item[158](index=158&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors previously disclosed in the company's prospectus - There have been **no material changes** to the risk factors disclosed in the company's prospectus filed on January 21, 2021[160](index=160&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales to the Sponsor and the use of IPO proceeds, with $450 million placed in the Trust Account - The Sponsor purchased **11,500,000 Founder Shares** for $25,000 and **5,500,000 Private Placement Warrants** for $11,000,000 in unregistered, private transactions[161](index=161&type=chunk)[162](index=162&type=chunk) - The company's IPO of 45,000,000 units generated gross proceeds of **$450,000,000**, and after expenses and private warrant sales, **$450,000,000** was placed in the Trust Account[164](index=164&type=chunk)[165](index=165&type=chunk) - The company has **24 months** from the IPO closing date (until January 2023) to complete a business combination or it will be required to liquidate and redeem public shares[168](index=168&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[170](index=170&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not Applicable[170](index=170&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports no other material information in this section - None[171](index=171&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists key legal and financial documents filed with the report, including the merger agreement and officer certifications - Key exhibits filed include the **Merger Agreement (2.1)**, **Amended and Restated Certificate of Incorporation (3.1)**, **Warrant Agreement (4.4)**, and **CEO/CFO certifications (31.1, 31.2, 32.1, 32.2)**[174](index=174&type=chunk)

PART I—FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited interim financial statements show a net income of $761,330, driven by a non-cash gain on warrant liabilities [Balance Sheets](index=3&type=section&id=Balance%20Sheets) Balance Sheet Summary (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$451,613,900** | **$446,255** | | Investments and cash held in Trust Account | $450,018,248 | $— | | **Total Liabilities** | **$40,557,367** | **$461,173** | | Public warrants derivative liability | $12,600,000 | $— | | Private warrants derivative liability | $7,700,000 | $— | | Deferred underwriting compensation | $15,750,000 | $— | | **Class A subject to possible redemption** | **$450,000,000** | **$—** | | **Total stockholders' equity (deficit)** | **($38,943,467)** | **($14,918)** | [Statements of Operations](index=4&type=section&id=Statements%20of%20Operations) Statements of Operations Summary (Unaudited) | Item | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Revenues | $— | $— | | Professional fees and other expenses | ($2,320,234) | ($4,183,777) | | Gain from change in fair value of warrant liability | $145,000 | $5,945,000 | | Net income/(loss) from operations | ($2,225,234) | $743,082 | | Other income - interest income | $11,220 | $18,248 | | **Net income/(loss) attributable to common shares** | **($2,214,014)** | **$761,330** | | Net loss per share (Class A & F) | ($0.04) | ($0.78) | [Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20(Deficit)) - The total stockholders' deficit increased from **($14,918)** to **($38,943,467)** as of June 30, 2021, driven by a subsequent measurement adjustment of **($39,666,004)** against accumulated deficit, offset by net income of **$761,330**[16](index=16&type=chunk) [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) Cash Flow Summary for the Six Months Ended June 30, 2021 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used by operating activities | ($2,175,966) | | Net cash used in investing activities | ($450,018,248) | | Net cash provided by financing activities | $452,086,980 | | **Decrease in cash** | **($107,234)** | | Cash at beginning of period | $160,314 | | **Cash at end of period** | **$53,080** | - Financing activities were the primary source of cash, with **$450 million** from the IPO and **$11 million** from the sale of Private Placement Warrants, while the majority of cash was used to deposit **$450 million** into the Trust Account[18](index=18&type=chunk) [Notes to Interim Financial Statements](index=7&type=section&id=Notes%20to%20Interim%20Financial%20Statements) - The Company entered into a definitive merger agreement with Sonder Holdings Inc with an aggregate merger consideration valued at approximately **$2.177 billion**[23](index=23&type=chunk)[27](index=27&type=chunk) - The Company sold **45,000,000 units** in its Public Offering on January 22, 2021, at $10.00 per unit, generating gross proceeds of **$450 million**[70](index=70&type=chunk) - Public and private warrants are accounted for as derivative liabilities, with fair values of **$12.6 million** and **$7.7 million** respectively as of June 30, 2021[63](index=63&type=chunk)[97](index=97&type=chunk) - The Sponsor has provided loans for operational expenses, with **$1,000,000** outstanding as of June 30, 2021, from a **$1,500,000** facility[83](index=83&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, discusses its merger agreement with Sonder Holdings Inc and its financial results [Proposed Business Combination](index=23&type=section&id=Proposed%20Business%20Combination) - The Company entered into a definitive merger agreement with Sonder Holdings Inc on April 29, 2021, which will constitute its Business Combination[108](index=108&type=chunk) - The aggregate merger consideration is valued at **$2,176,603,000**, payable in Company Common Stock at a deemed value of **$10.00 per share**[112](index=112&type=chunk) - A private placement of **20,000,000 shares** at $10.00 per share will raise **$200 million** in connection with the merger[34](index=34&type=chunk)[120](index=120&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - For the six months ended June 30, 2021, the company reported a net income of **$761,330**, primarily from a non-cash gain of **$5,945,000** on the change in fair value of warrant liability[123](index=123&type=chunk) - Business activities have focused on identifying and evaluating prospective acquisition candidates, incurring significant related costs[123](index=123&type=chunk)[125](index=125&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) - The company raised net proceeds of **$452 million** from its Public Offering and private warrant sale, with **$450 million** placed in the Trust Account[127](index=127&type=chunk) - As of June 30, 2021, cash held outside the Trust Account was **$53,080**, supplemented by a **$1.5 million** loan facility from its Sponsor, of which **$1.0 million** was drawn[129](index=129&type=chunk)[130](index=130&type=chunk) - The company had a working capital deficit of **($23,211,715)** as of June 30, 2021, primarily due to the non-cash warrant liability which does not impact current liquidity[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is primarily limited to interest rate fluctuations on funds held in its Trust Account - The primary market risk is interest rate risk on the **$450,018,248** held in the Trust Account, which is invested in money market funds[137](index=137&type=chunk) - The company has not engaged in any hedging activities and does not expect to do so[139](index=139&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective after remediating a material weakness related to warrant accounting - A material weakness related to accounting for warrants and equity classification of Class A Common Stock, identified as of March 31, 2021, was **remediated** as of June 30, 2021[142](index=142&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) - Remediation efforts included implementing additional documentation procedures and consulting with third-party accounting and valuation experts[144](index=144&type=chunk) - The CEO and CFO concluded that disclosure controls and procedures were **effective** as of June 30, 2021[141](index=141&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings under this item, though a separate disclosure mentions a stockholder action - The company states there are no legal proceedings to report[147](index=147&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its prospectus - There have been no material changes to the risk factors disclosed in the company's prospectus from January 21, 2021[149](index=149&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of Founder Shares and Private Warrants and confirms the use of IPO proceeds - The Sponsor purchased **11,500,000 Founder Shares** for $25,000 and **5,500,000 Private Placement Warrants** for $11,000,000 in unregistered sales[150](index=150&type=chunk)[151](index=151&type=chunk) - The Public Offering generated gross proceeds of **$450,000,000**, of which **$450,000,000** was placed in the Trust Account after accounting for fees and private warrant proceeds[153](index=153&type=chunk)[154](index=154&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[159](index=159&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[159](index=159&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[160](index=160&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed, including the Merger Agreement with Sonder Holdings Inc and officer certifications - Key exhibits include the Agreement and Plan of Merger with Sonder Holdings Inc, the Amended and Restated Certificate of Incorporation, and various officer certifications[163](index=163&type=chunk)