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Sonder(SOND) - 2021 Q3 - Quarterly Report
2021-11-15 22:03
[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)
Sonder(SOND) - 2021 Q2 - Quarterly Report
2021-08-06 20:49
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)
Sonder(SOND) - 2021 Q1 - Quarterly Report
2021-06-04 21:05
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, 2021 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 GORES METROPOULOS II, INC. (Exact name of registrant as specified in its Charter) Delaware 85-2097088 (State or other jur ...