Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39907 | |
Entity Registrant Name | SONDER HOLDINGS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2097088 | |
Entity Address, Address Line One | 447 Sutter St. | |
Entity Address, Address Line Two | Suite 405 | |
Entity Address, Address Line Three | #542 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94108 | |
City Area Code | 617 | |
Local Phone Number | 300-0956 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,064,738 | |
Entity Central Index Key | 0001819395 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SOND | |
Security Exchange Name | NASDAQ | |
Preferred Stock Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each 20 whole warrants exercisable for one share of Common Stock at an exercise price of $230.00 per share | |
Trading Symbol | SONDW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 166,045 | $ 246,624 | |
Restricted cash | 41,188 | 42,562 | |
Accounts receivable, net of allowance of $3,265 and $972 at September 30, 2023 and December 31, 2022, respectively | 9,105 | 5,613 | |
Prepaid expenses | 6,388 | 8,066 | |
Other current assets | 10,532 | 10,065 | |
Total current assets | 233,258 | 312,930 | |
Property and equipment, net | 28,462 | 34,926 | |
Operating lease right-of-use ("ROU") assets | 1,439,572 | 1,209,486 | |
Other non-current assets | 15,045 | 16,270 | |
Total assets | 1,716,337 | 1,573,612 | |
Current liabilities: | |||
Accounts payable | 20,514 | 16,082 | |
Accrued liabilities | 24,694 | 20,131 | |
Taxes payable | 15,894 | 14,418 | |
Deferred revenue | 67,819 | 41,664 | |
Current portion of long-term debt | 1,000 | 0 | |
Current operating lease liabilities | 199,345 | 158,346 | |
Total current liabilities | 329,266 | 250,641 | |
Non-current operating lease liabilities | 1,382,693 | 1,166,538 | |
Long-term debt, net | 196,398 | 172,950 | |
Other non-current liabilities | 668 | 3,430 | |
Total liabilities | 1,909,025 | 1,593,559 | |
Commitments and contingencies (Note 10) | |||
Stockholders’ deficit: | |||
Common Stock, Value, Issued | [1] | 1 | 1 |
Additional Paid in Capital | [1] | 972,991 | 947,621 |
Cumulative translation adjustment | 10,908 | 12,985 | |
Accumulated deficit | (1,176,588) | (980,554) | |
Total stockholders’ deficit | (192,688) | (19,947) | |
Total liabilities and stockholders’ deficit | $ 1,716,337 | $ 1,573,612 | |
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowance for credit loss | $ 3,265 | $ 3,265 | $ 972 |
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenue | $ 160,896 | $ 124,526 | $ 439,037 | $ 326,314 | |
Costs and operating expenses: | |||||
Cost of revenue (excluding depreciation and amortization) | 110,711 | 76,884 | 295,988 | 229,967 | |
Operations and support | 52,137 | 55,586 | 160,502 | 157,856 | |
General and administrative | 27,551 | 33,016 | 90,465 | 101,274 | |
Research and development | 5,344 | 6,936 | 17,487 | 22,649 | |
Sales and marketing | 20,996 | 13,372 | 55,063 | 35,247 | |
Other operating expenses | 1,087 | 0 | 1,087 | 0 | |
Restructuring and other charges | 0 | 0 | 2,130 | 4,033 | |
Total costs and operating expenses | 217,826 | 185,794 | 622,722 | 551,026 | |
Loss from operations | (56,930) | (61,268) | (183,685) | (224,712) | |
Interest expense, net | 6,423 | 4,112 | 18,285 | 16,696 | |
Change in fair value of SPAC Warrants | (276) | 495 | (674) | (23,819) | |
Change in fair value of Earn Out Liability | (209) | 2,223 | (2,142) | (94,299) | |
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes | 0 | 0 | 0 | (29,512) | |
Other expense (income), net | 1,032 | 5,175 | (3,759) | 14,050 | |
Total non-operating expense (income), net | 6,970 | 12,005 | 11,710 | (116,884) | |
Loss before income taxes | (63,900) | (73,273) | (195,395) | (107,828) | |
Provision for income taxes | 376 | 416 | 639 | 564 | |
Net loss | $ (64,276) | $ (73,689) | $ (196,034) | $ (108,392) | |
Basic net loss per common share (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) |
Diluted net loss per common share (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) |
Other comprehensive loss: | |||||
Net loss | $ (64,276) | $ (73,689) | $ (196,034) | $ (108,392) | |
Change in foreign currency translation adjustment | 3,256 | 4,833 | (2,078) | 11,916 | |
Comprehensive loss | $ (61,020) | $ (68,856) | $ (198,112) | $ (96,476) | |
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 20, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Cash flows from operating activities: | ||||||||
Net loss | $ (64,276) | $ (86,431) | $ (73,689) | $ 10,963 | $ (196,034) | $ (108,392) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 18,908 | 17,801 | ||||||
Stock-based compensation | 25,362 | 18,139 | ||||||
Amortization of operating lease ROU assets | 130,192 | 105,569 | ||||||
Impairment of ROU assets | 1,100 | 1,087 | 0 | |||||
(Gain) loss on foreign exchange | (2,445) | 13,092 | ||||||
Capitalization of paid-in-kind interest on long-term debt | 20,418 | 12,544 | ||||||
Amortization of debt issuance costs | 6 | 149 | ||||||
Amortization of debt discounts | 1,274 | 3,374 | ||||||
Change in fair value of share-settled redemption feature and gain on conversion of convertible notes | 0 | (29,512) | ||||||
Change in fair value of SPAC Warrants | (276) | 495 | (674) | (23,819) | ||||
Change in fair value of Earn Out Liability | (209) | 2,223 | (2,142) | (94,299) | ||||
Other operating activities | 897 | 1,362 | ||||||
Changes in: | ||||||||
Accounts receivable, net | (4,817) | (1,560) | ||||||
Prepaid expenses | 1,885 | (2,543) | ||||||
Other current and non-current assets | 1,177 | 10,750 | ||||||
Accounts payable | 4,433 | (28,401) | ||||||
Accrued liabilities | 3,911 | 2,295 | ||||||
Taxes payable | 1,706 | 6,181 | ||||||
Deferred revenue | 25,651 | 30,204 | ||||||
Operating lease ROU assets and operating lease liabilities, net | (105,422) | (58,493) | ||||||
Other current and non-current liabilities | 589 | 1,467 | ||||||
Net cash used in operating activities | (74,038) | (124,092) | ||||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | (10,988) | (23,579) | ||||||
Capitalization of internal-use software | (1,117) | (2,510) | ||||||
Net cash used in investing activities | (12,105) | (26,089) | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from Delayed Draw Notes | 0 | 159,225 | ||||||
Repayment of debt and payment of early termination fees | (250) | (27,745) | ||||||
Proceeds from issuance of debt | 3,000 | 0 | ||||||
Proceeds from business combination and PIPE Investment | 0 | 325,928 | ||||||
Common stock issuance costs | 0 | (58,555) | ||||||
Proceeds from exercise of stock options | 8 | 1,702 | ||||||
Net cash provided by financing activities | 2,758 | 400,555 | ||||||
Effects of foreign exchange on cash | 1,432 | (1,860) | ||||||
Net change in cash, cash equivalents, and restricted cash | (81,953) | 248,514 | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 289,186 | $ 69,941 | 289,186 | 69,941 | $ 69,941 | |||
Cash, cash equivalents, and restricted cash at end of period | 207,233 | 318,455 | 207,233 | 318,455 | 289,186 | |||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for income taxes | 746 | 488 | ||||||
Cash paid for interest | 1,494 | 2,306 | ||||||
Supplemental disclosure of non-cash investing and financing activities | ||||||||
Accrued purchases of property and equipment | 359 | 134 | ||||||
ROU assets acquired | 173,781 | 73,007 | 360,818 | 199,875 | ||||
Conversion of convertible notes | 0 | 159,172 | ||||||
Conversion of Legacy Sonder Warrants | 0 | 1,243 | ||||||
Reclassification of liability-classified Legacy Sonder Warrants to equity | 0 | 2,111 | ||||||
Recognition of Earn Out Liability | 0 | (98,117) | ||||||
Recognition of SPAC Warrants | 0 | (25,985) | ||||||
Issuance of Delayed Draw Warrants | 0 | 5,598 | ||||||
Conversion of Exchangeable Stock | [1] | 0 | 49,734 | |||||
Conversion of Redeemable Convertible Preferred Stock(1) | [1] | 0 | 518,760 | |||||
Reconciliation of cash, cash equivalents, and restricted cash: | ||||||||
Cash and cash equivalents | 166,045 | 317,324 | 166,045 | 317,324 | 246,624 | |||
Restricted cash | 41,188 | 1,131 | 41,188 | 1,131 | 42,562 | |||
Cash, cash equivalents, and restricted cash at end of period | $ 207,233 | $ 318,455 | $ 207,233 | $ 318,455 | $ 289,186 | |||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 20, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) $ in Thousands | Total | Sonder Legacy Warrants | Delayed Draw Warrants | As Previously Reported | Additional Paid-in Capital | [1] | Additional Paid-in Capital Sonder Legacy Warrants | [1] | Additional Paid-in Capital Delayed Draw Warrants | [1] | Additional Paid-in Capital As Previously Reported | [1] | Accumulated Translation Adjustment | Accumulated Translation Adjustment As Previously Reported | Accumulated Deficit | Accumulated Deficit As Previously Reported | Redeemable Convertible Preferred Stock | [1] | Redeemable Convertible Preferred Stock As Previously Reported | [1] | Redeemable Convertible Preferred Stock Retroactive adjustment to reflect the exchange ratio due to business combination | [1] | Exchangeable Preferred Stock | Exchangeable Preferred Stock As Previously Reported | Exchangeable Preferred Stock Retroactive adjustment to reflect the exchange ratio due to business combination | Common Stock Common Stock | Common Stock Common Stock Sonder Legacy Warrants | Common Stock Common Stock As Previously Reported | [1] | Common Stock Common Stock Retroactive adjustment to reflect the exchange ratio due to business combination | [1] | Exchangeable Series AA Stock Common Stock | Exchangeable Series AA Stock Common Stock As Previously Reported | Exchangeable Series AA Stock Common Stock Retroactive adjustment to reflect the exchange ratio due to business combination | Post-Combination Exchangeable Common Stock | Post-Combination Exchangeable Common Stock Common Stock | Post-Combination Exchangeable Common Stock Common Stock As Previously Reported | ||||
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021 | 5,563,571 | 3,788,354 | 1,775,217 | 18,499,408 | 12,570,228 | 5,929,180 | |||||||||||||||||||||||||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2021 | $ 518,760 | $ 518,760 | $ 49,733 | $ 49,733 | |||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Mezzanine Equity | |||||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock (in shares) | (5,563,571) | (18,499,408) | |||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock | $ (518,760) | $ (49,733) | |||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 637,609 | [1] | 434,212 | 203,397 | 13,835,946 | 9,421,190 | 4,414,756 | 0 | [1] | 0 | [1] | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ (764,406) | $ (764,406) | $ 43,107 | $ 43,107 | $ 7,299 | $ 7,299 | $ (814,812) | $ (814,812) | $ 0 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | [1] | 18,147 | |||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 873 | 873 | |||||||||||||||||||||||||||||||||||||||
Conversion of Legacy Sonder Warrants from liabilities to equity | 2,111 | 2,111 | |||||||||||||||||||||||||||||||||||||||
CEO promissory note settlement (in shares) | [1] | (136,281) | |||||||||||||||||||||||||||||||||||||||
Conversion of Legacy Sonder Warrants (in shares) | [1] | 7,761 | |||||||||||||||||||||||||||||||||||||||
Conversion of Legacy Sonder Warrants | $ 1,243 | $ 1,243 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible note (in shares) | [1] | 950,855 | |||||||||||||||||||||||||||||||||||||||
Conversion of convertible note | 159,173 | 159,173 | |||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock (in shares) | [1] | 5,563,571 | |||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock | 518,761 | 518,760 | $ 1 | [1] | |||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | (13,835,946) | 1,616,767 | [1] | ||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock | 49,733 | 49,733 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination and PIPE offering (in shares) | [1] | 2,192,291 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination and PIPE offering | 267,362 | 267,362 | |||||||||||||||||||||||||||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | (25,985) | (25,985) | |||||||||||||||||||||||||||||||||||||||
Earn Out Liability recognized upon consummation of business combination | (98,117) | (98,117) | |||||||||||||||||||||||||||||||||||||||
Issuance of Delayed Draw Warrants | $ 5,598 | $ 5,598 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 6,680 | 6,680 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | 10,963 | 10,963 | |||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 1,999 | 1,999 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 9,233,953 | [1] | 0 | 1,616,767 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 135,988 | 930,538 | 9,298 | (803,849) | $ 1 | [1] | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2021 | 5,563,571 | 3,788,354 | 1,775,217 | 18,499,408 | 12,570,228 | 5,929,180 | |||||||||||||||||||||||||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2021 | $ 518,760 | $ 518,760 | $ 49,733 | $ 49,733 | |||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 637,609 | [1] | 434,212 | 203,397 | 13,835,946 | 9,421,190 | 4,414,756 | 0 | [1] | 0 | [1] | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (764,406) | (764,406) | 43,107 | $ 43,107 | 7,299 | $ 7,299 | (814,812) | $ (814,812) | $ 0 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | (25,985) | (38,135) | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (108,392) | (95,882) | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 9,860,505 | [1] | 0 | 1,043,649 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 38,771 | 39,131 | 942,758 | 19,216 | (923,204) | $ 1 | [1] | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 9,233,953 | [1] | 0 | 1,616,767 | [1] | ||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 135,988 | 930,538 | 9,298 | (803,849) | $ 1 | [1] | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | [1] | 18,794 | |||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 574 | 574 | |||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | [1] | 1,487 | |||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units | 57 | 57 | |||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | [1] | 212,967 | (212,967) | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 5,054 | 5,054 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (45,666) | (45,666) | |||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 5,085 | 5,085 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 9,467,201 | [1] | 0 | 1,403,800 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 101,092 | 936,223 | 14,383 | (849,515) | $ 1 | [1] | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | [1] | 7,966 | |||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 129 | 129 | |||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | [1] | 25,187 | |||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | [1] | 360,151 | (360,151) | ||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock | 1 | 1 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 6,405 | 6,405 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (73,689) | (74,499) | (73,689) | ||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 4,833 | 4,833 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 9,860,505 | [1] | 0 | 1,043,649 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 38,771 | $ 39,131 | 942,758 | 19,216 | (923,204) | $ 1 | [1] | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 9,919,716 | [1] | 1,019,460 | 1,019,460 | [1] | ||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | (19,947) | 947,621 | 12,985 | (980,554) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | [1] | 463 | |||||||||||||||||||||||||||||||||||||||
Exercise of common stock options | 8 | 8 | |||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | [1] | 25,853 | |||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | [1] | 46,525 | (46,525) | ||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock | 0 | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 12,180 | 12,180 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (86,431) | (86,431) | |||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | (2,637) | (2,637) | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 9,992,557 | 972,935 | ||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | (96,827) | 959,809 | 10,348 | (1,066,985) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 9,919,716 | [1] | 1,019,460 | 1,019,460 | [1] | ||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | (19,947) | 947,621 | 12,985 | (980,554) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (196,034) | ||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 10,053,491 | [1] | 963,043 | 963,043 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | (192,688) | 972,991 | 10,908 | (1,176,588) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 9,992,557 | 972,935 | ||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | (96,827) | 959,809 | 10,348 | (1,066,985) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Exercise of common stock options (in shares) | [1] | 6 | |||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | [1] | 48,562 | |||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock (in shares) | [1] | 9,892 | (9,892) | ||||||||||||||||||||||||||||||||||||||
Conversion of exchangeable stock | 0 | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 8,258 | 8,258 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (45,327) | (45,327) | |||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | (2,696) | (2,696) | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | [1] | 10,051,017 | 963,043 | ||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | (136,592) | 968,067 | 7,652 | (1,112,312) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units (in shares) | [1] | 2,474 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 4,924 | 4,924 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | (64,276) | (64,276) | |||||||||||||||||||||||||||||||||||||||
Change in cumulative translation adjustment | 3,256 | 3,256 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 10,053,491 | [1] | 963,043 | 963,043 | [1] | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ (192,688) | $ 972,991 | $ 10,908 | $ (1,176,588) | $ 1 | [1] | $ 0 | ||||||||||||||||||||||||||||||||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 20, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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) |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The following reflect recent accounting standards that have been adopted or are pending adoption by the Company. As discussed in Note 1, Basis of Presentation, the Company qualifies as an emerging growth company, and as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company with the extended transition period. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“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 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 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company adopted this guidance on January 1, 2023 using the modified retrospective basis. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company has not identified any recent accounting pronouncements not yet adopted that are expected to have a material impact on the Company’s financial position, results of operations, or cash flows. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company generates revenues primarily by providing accommodations to its guests. Direct revenue is generated from stays booked through Sonder.com, the Sonder app, or directly through the Company’s sales personnel. Indirect revenue is generated from stays booked through third party online travel agencies (“OTAs”). The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Direct revenue $ 73,569 $ 60,775 $ 210,444 $ 149,010 Indirect revenue 87,327 63,751 228,593 177,304 Total revenue $ 160,896 $ 124,526 $ 439,037 $ 326,314 Three OTAs represented 24.0%, 14.3%, and 12.2%, respectively, of revenues for the three months ended September 30, 2023, while three OTAs represented 22.3%, 14.2%, and 11.9%, respectively, of revenues for the nine months ended September 30, 2023. Two OTAs represented 20.1% and 19.7%, respectively, of revenues for the three months ended September 30, 2022, while three OTAs represented 22.6%, 19.2%, and 10.1%, respectively, of revenues for the nine months ended September 30, 2022. Two third-party corporate customers represented 18.4% and 12.7% of the gross accounts receivable balance at September 30, 2023, and four thir d-party corporate customers and OTAs represented 23.8%, 18.3%, 17.0%, and 11.8%, respectively, of the gross accounts receivable balance as of December 31, 2022. |
Fair Value Measurement and Fina
Fair Value Measurement and Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Financial Instruments | Fair Value Measurement and Financial Instruments Fair Value Hierarchy Accounting standards require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2 : Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. 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. SPAC Warrants As part of the GMII initial public offering (“GMII IPO”), GMII issued 9,000,000 public warrants (the “Public Warrants”) and 5,500,000 private placement warrants (the “Private Placement Warrants”), of which, every 20 warrants are exercisable for one share of common stock at a price of $230.00 per common share (collectively, the “SPAC Warrants”). Management has determined that the SPAC Warrants issued in the GMII IPO, which remained outstanding at consummation of the Business Combination and became exercisable for shares of the Company’s common stock, are subject to accounting treatment as a liability. At the consummation of the Business Combination and at September 30, 2023, the Company used the Public Warrants stock price to value the Public Warrants. At consummation of the Business Combination, the Company used a Monte Carlo simulation methodology to value the Private Placement Warrants using Level 3 inputs, as the Company did not have observable inputs for the valuation. At December 31, 2022, the Company used the Black-Scholes option-pricing model to estimate the fair value of the Private Placement Warrants using Level 3 inputs. During the three months ended March 31, 2022, the Private Placement Warrants were transferred by the original holders and, in accordance with the contractual terms of the Private Placement Warrants, became Public Warrants upon transfer. As such, at September 30, 2023, the Company used the Public Warrants stock price to value all SPAC Warrants. At September 30, 2023, the SPAC Warrants were valued at $0.02 per warrant. Refer to Note 7, Warrants and Stockholders’ Deficit, for additional information about the SPAC Warrants. Earn Out Liability In addition to the consideration paid at consummation of the Business Combination, certain investors may receive their pro rata share of up to an aggregate of 725,000 additional shares of the Company’s common stock as consideration upon the common stock achieving certain benchmark share prices, as set forth in the merger agreement (the “Earn Out”). Management has determined that the Earn Out is subject to treatment as a liability (the “Earn Out Liability”). At September 30, 2023 , the Company used a Monte Carlo simulation methodology to value the Earn Out using Level 3 inputs. The key assumptions used in the Monte Carlo simulation are related to expected share-price volatility of 72.5%, expected term of 3.79 years, risk-free interest rate of 4.7%, and dividend yield of 0%. The expected volatility at September 30, 2023 was derived from the volatility of comparable public companies. Delayed Draw Warrants The fair value of the Delayed Draw Warrants (as defined in Note 5 , Debt) was estimated by separating the Delayed Draw Notes into the debt and warrants components and assigning a fair value to each component. The value assigned to the debt component was the estimated fair value as of the issuance date of similar debt without the warrants. The value assigned to the Delayed Draw Warrants component was estimated using the Black-Scholes option-pricing model using Level 3 inputs and was considered to be non-recurring in nature, in accordance with ASC 820, Fair Value Measurement . The warrants component was recorded as a debt discount, which is amortized using the effective interest method over the period from the date of issuance through the maturity date. Upon consummation of the Business Combination, the fair value of the Delayed Draw Warrants was $5.6 million and was included in additional paid in capital Disclosures about Fair Value of Financial Instruments At September 30, 2023, the Earn Out Liability and SPAC Warrants liability were included in other non-current liabilities in the condensed consolidated balance sheets. The following table summarizes the Company’s Level 1, Level 2, and Level 3 financial liabilities measured at fair value on a recurring basis as of September 30, 2023 (in thousands): Level 1 Level 3 Total Earn Out Liability $ — $ 275 $ 275 SPAC Warrants 231 — 231 Total financial liabilities measured and recorded at fair value $ 231 $ 275 $ 506 At December 31, 2022, the Earn Out Liability and SPAC Warrants liability were included in other non-current liabilities in the condensed consolidated balance sheets. The following table summarizes the Company’s Level 1, Level 2, and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Level 1 Level 3 Total Earn Out Liability $ — $ 2,417 $ 2,417 Public Warrants 630 — 630 Private Placement Warrants — 275 275 Total financial liabilities measured and recorded at fair value $ 630 $ 2,692 $ 3,322 The following table represents changes in the Company’s Level 3 liabilities measured at fair value for the nine months ended September 30, 2023 (in thousands): Level 3 Beginning balance at January 1, 2023 $ 2,692 Transfers out of Level 3 (275) Change in fair value of Earn Out Liability (2,142) Total financial liabilities measured and recorded at fair value $ 275 The following table presents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2022 (in thousands): Level 3 Beginning balance at January 1, 2022 $ 33,610 Recognition of Earn Out Liability 98,117 Private Placement Warrants liability recognized upon consummation of Business Combination 14,465 Change in fair value of share-settled redemption feature upon conversion of convertible notes (30,322) Change in fair value of Earn Out Liability (95,700) Change in fair value of Private Placement Warrants liability (14,190) Conversion of preferred stock warrant liabilities to equity (3,288) Total financial liabilities measured and recorded at fair value $ 2,692 There were no transfers of financial instruments between valuation levels during the nine months ended September 30, 2023 and the year ended December 31, 2022, other than the transfer of the Private Placement Warrants when they became Public Warrants, as discussed above. Management estimates that the fair values of its cash equivalents, restricted cash, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, sales tax payable, deferred revenue, and other current liabilities approximates their carrying values due to the relatively short maturity of the instruments. The carrying value of the Company’s long-term debt approximates its fair value because it bears interest at a market rate and all other terms are also reflective of current market terms. These assumptions are inherently subjective and involve significant management judgment. Any change in fair value is recognized as a component of other expense (income), net, on the condensed consolidated statements of operations and comprehensive loss. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Delayed Draw Note Purchase Agreement On December 10, 2021, the Company entered into a note and warrant purchase agreement (the “Delayed Draw Note Purchase Agreement”) with certain private placement investors (“Purchasers”) for the sale of delayed draw notes in aggregate of $165.0 million to be available to the Company following the consummation of the Business Combination (the “Delayed Draw Notes”). The Delayed Draw Note Purchase Agreement also provided for the issuance of warrants to purchase an aggregate of 123,750 shares of the Company’s common stock with an exercise price of $250.00 per share (the “Delayed Draw Warrants”). In January 2022, upon consummation of the Business Combination, the Company drew $165.0 million in Delayed Draw Notes and issued Delayed Draw Warrants to purchase 123,750 shares of common stock to the Purchasers. The Delayed Draw Notes have a maturity of five years from the date of issuance and are subject to interest on the unpaid principal amount at a rate per annum equal to the three-month secured overnight financing rate (“SOFR”) plus 9.00%. For the first two years, the Company elected payment-in-kind interest, quarterly in arrears. The Delayed Draw Notes are secured by substantially all of the assets of the Company. The Delayed Draw Warrants expire five years after issuance. In November 2023, the Delayed Draw Note Purchase Agreement was amended to (i) extend the ability to pay interest in kind on the Delayed Draw Notes through July 19, 2024, (ii) provide for the repayment by the Company of $30.0 million of the outstanding principal amount of the Delayed Draw Notes, plus a prepayment premium of approximately $4.3 million, and (iii) add a minimum liquidity covenant and a minimum free cash flow covenant, each as more fully detailed in the amendment. Equipment Financing Agreement On July 25, 2023, the Company entered into a master equipment financing agreement (the “EFA”), which is accounted for as debt. In accordance with the agreement, the Company received approximately $3.0 million in exchange for conveying an interest in certain furniture, fixtures, and equipment (“FF&E”). The EFA contains customary terms and events of default and provides for 12 quarterly payments with an interest rate of approximately 22.2%, which includes a balloon payment at the end of the term. The agreement matures in July 2026. Upon maturity, all interest in the subject FF&E will revert back to the Company. Long term debt, net consisted of the following at the dates indicated (in thousands): September 30, 2023 December 31, 2022 Principal balance, including capitalized paid-in-kind interest $ 205,435 $ 183,245 Less: debt discount related to Delayed Draw Warrants, net of amortization (4,333) (4,945) Less: unamortized debt discount and deferred issuance costs (4,704) (5,350) Long-term debt, net $ 196,398 $ 172,950 At September 30, 2023, the current portion of long term debt consisted of $1.0 million in principal on the EFA. The Company did not have any portion of long term debt that was current at December 31, 2022. Convertible Notes In January 2022, upon consummation of the Business Combination, the outstanding principal and accrued and unpaid interest of the Company’s convertible notes were automatically converted into 950,855 shares of common stock for a value of $159.2 million. As a result, the Company recognized a gain on conversion of $29.5 million as a result of a change in the fair value of the share-settled redemption feature and $159.2 million additional-paid-in-capital. The Company also recognized the change in fair value of the share-settled redemption feature, prior to conversion, of $30.3 million, expense related to the debt discount of $10.0 million and interest expense of $1.4 million. 2018 Loan and Security Agreement In December 2018, Legacy 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. In January 2022, upon consummation of the Business Combination, the Company paid $24.7 million of the outstanding principal of the 2018 Loan and Security Agreement and $3.1 million in early termination fees. Additionally, in connection with the repayment of the 2018 Loan and Security Agreement, the Company wrote off $0.4 million of deferred issuance costs and recognized $0.2 million of interest expense. 2022 Loan and Security Agreement In December 2022, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) (now, a division of First Citizens Bank & Trust Company) (the “2022 Loan and Security Agreement”) for a revolving line of credit in an aggregate principal balance of $60.0 million with a maturity date of December 21, 2025. The facility may be utilized for revolving loans or letter of credit issuances subject to terms of the agreement. As of September 30, 2023, all letters of credit under this facility are fully cash collateralized, and as a result, the Company may not draw against the facility pursuant to the terms of the agreement. The 2022 Loan and Security Agreement includes: (i)(x) a letter of credit fee for each letter of credit equal to 1.5% per annum of the dollar equivalent of the face amount of each letter of credit issued and (y) a letter of credit fronting fee equal to 0.25% per annum of the dollar equivalent of the face amount of each letter of credit issued, and (ii) an unused revolving line fee equal to 0.25% per annum of the average unused portion of the revolving line of credit. In April 2023, the Company amended the 2022 Loan and Security Agreement. Among other things, the amendment (i) reduced the required cash holdings account balances in the Company’s operating accounts, securities accounts, and depository accounts at or through SVB or its affiliates, (ii) amends the minimum consolidated adjusted EBITDA financial covenant, and (iii) provided additional flexibility to the Company under certain of the negative covenants in the agreement. In November 2023, the Company amended the 2022 Loan and Security Agreement again. The amendment (i) removed the adjusted quick ratio financial covenant to which the Company was previously subject, (ii) updated certain financial reporting requirements, (iii) reduced the letter of credit sublimit from $60.0 million to $45.0 million, and (iv) permitted a prepayment of the Company’s existing subordinated secured notes. The Company is in compliance with all financial covenants related to the 2022 Loan and Security Agreement, as amended, as of the date the condensed consolidated financial statements were issued. Additionally, as of the same date, there were no revolving borrowings outstanding under the 2022 Loan and Security Agreement. Outstanding letters of credit as of September 30, 2023 and December 31, 2022 under the 2022 Loan and Security Agreement totaled $29.0 million and $10.1 million, respectively. Credit Facilities 2020 Credit Facility : In February 2020, Legacy Sonder entered into a revolving credit agreement (the “2020 Credit Facility”) for an aggregate principal balance of $50.0 million with a maturity date of February 21, 2023. In December 2022, the 2020 Credit Facility was terminated in conjunction with the Company obtaining the 2022 Loan and Security Agreement. 2020 Québec Credit Facility : In December 2020, a Canadian subsidiary of the Company entered into an agreement with Investissement Québec, a Quebecois public investment entity, that provides a loan facility of CAD $25.0 million and an additional loan, referred to as a conditional-refund financial contribution (“CRFC”), of CAD $5.0 million (the “2020 Québec Credit Facility”). The loan and the CRFC bear interest at a fixed rate of 6.0% per annum for a period of 10 years starting from the first date of the loan disbursement. At September 30, 2023 and December 31, 2022, the Company was in compliance with all financial covenants related to the 2020 Québec Credit Facility, but had not yet met the drawdown requirements, and as such, there have been no borrowings against the 2020 Québec Credit Facility. Restricted Cash Throughout 2023 and 2022, the Company entered into multiple cash collateral agreements in connection with the issuance of letters of credit and corporate credit card programs. At September 30, 2023 and December 31, 2022, the Company had $41.2 million and $42.6 million, respectively, of cash collateral which is reported as restricted cash on the condensed consolidated balance sheets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases buildings or portions of buildings for guest usage, warehouses to store furniture, and corporate offices under noncancellable operating lease agreements, which expire through 2044. The Company is required to pay property taxes, insurance, and maintenance costs for certain of these facilities. The Company has lease agreements with lease and non-leas e components and has elected to utilize the practical expedient to account for lease and non-lease components together in the condensed consolidated statements of operations. Operating lease ROU assets are included within operating lease right-of-use assets in the condensed consolidated balance sheets. The corresponding operating lease liabilities are included within current operating lease liabilities and non-current operating lease liabilities in the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease expense for fixed operating lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Components of lease expense were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operating lease cost $ 85,025 $ 61,498 $ 234,801 $ 191,908 Short-term lease cost 343 1,951 780 2,430 Variable lease cost 6,356 — 9,425 — Total operating lease cost $ 91,724 $ 63,449 $ 245,006 $ 194,338 Supplemental information related to operating leases was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cash payments for operating leases $ 73,777 $ 64,690 $ 216,950 $ 171,292 New operating lease ROU assets obtained in exchange for operating lease liabilities $ 173,781 $ 73,007 $ 360,818 $ 199,875 Total operating lease cost for the three months ended September 30, 2023 and 2022 was $91.7 million and $63.4 million, respectively, of which $91.2 million and $62.0 million, respectively, is recognized in cost of revenues, $0.2 million and $0.5 million, respectively, in operations and support, and $0.3 million and $0.9 million, respectively, in general and administrative in the condensed consolidated statements of operations and comprehensive loss. Total operating lease cost for the nine months ended September 30, 2023 and 2022 was $245.0 million and $194.3 million, respectively, of which $243.0 million and $190.1 million, respectively, is recognized in cost of revenues, $0.6 million and $1.4 million respectively, in operations and support, and $1.4 million and $2.8 million, respectively, in general and administrative in the condensed consolidated statements of operations and comprehensive loss. |
Warrants and Stockholders_ Defi
Warrants and Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Warrants and Stockholders’ Deficit | Warrants and Stockholders’ DeficitThe condensed consolidated statements of stockholders’ deficit reflect the consummation of the Business Combination on January 18, 2022. As Legacy Sonder was deemed the accounting acquirer in the Business Combination with GMII, all periods prior to the closing date reflect the balances and activity of Legacy Sonder. The balances at June 30, 2022 from the consolidated financial statements of Legacy Sonder as of that date, share activity (redeemable convertible preferred stock, exchangeable shares, and common stock), and per share amounts were retroactively adjusted, where applicable, using the recapitalization exchange ratio of 1.4686. All redeemable convertible preferred stock classified as mezzanine equity was converted into common stock, and reclassified into permanent equity as a result of the Business Combination. Reverse Stock Split On September 20, 2023, the Company effected the 1-for-20 Reverse Stock Split of the outstanding shares of the Company’s common stock (including special voting common stock). The par value of one share of common stock and one share of special voting stock remained unchanged as a result of the Reverse Stock Split. Refer to Note 1 for additional details regarding the Reverse Stock Split. All share and per share information within the condensed consolidated financial statements have been retroactively restated to reflect the Reverse Stock Split. Preferred Stock Warrants Upon consummation of the Business Combination, (i) the Company’s Series A and Series B preferred stock warrants were converted into 7,504 post-combination shares of the Company’s common stock for a value of $1.2 million, and (ii) the Company’s Series C and Series D preferred stock warrants automatically converted into warrants to purchase shares of the Company’s common stock. The Series C and Series D preferred stock warrants are accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity (“ASC 815-40”). Upon consummation of the Business Combination, the Company reclassified $2.1 million related to such warrants from other non-current liabilities to equity in the condensed consolidated balance sheet. Common Stock Warrants Delayed Draw Warrants : The Delayed Draw Warrants are accounted for as equity-classified warrants in accordance with ASC 815-40. Upon consummation of the Business Combination, the value of the Delayed Draw Warrants was $5.6 million and was recorded within additional paid-in capital in the condensed consolidated balance sheets. The purchasers of the Delayed Draw Notes were also provided with customary registration rights for the shares issuable upon exercise of the Delayed Draw Warrants. SPAC Warrants : The Public Warrants remained outstanding upon consummation of the Business Combination and became exercisable for whole shares of common stock. The Public Warrants will expire on January 18, 2027, or earlier upon redemption or liquidation. The Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, except that the Private Placement Warrants could be physical (cash) or net share (cashless) settled and were not redeemable, so long as they were held by Gores Metropoulos Sponsor II, LLC (the “Sponsor”) or its permitted transferees, and are entitled to certain registration rights. As discussed in Note 4, Fair Value Measurement and Financial Instruments, d uring the three months ended March 31, 2022, the Private Placement Warrants were transferred by the warrant holders in accordance with the terms of the Private Placement Warrant agreement and became Public Warrants. The SPAC Warrants are accounted for as liabilities, as there are certain terms and features of the warrants that do not qualify for equity classification in accordance with ASC 815-40. The fair value of the Public Warrants and the Private Placement Warrants at December 31, 2022 was a liability of $0.3 million and $0.6 million, respectively, and was recorded in other non-current liabilities in the condensed consolidated balance sheets. At September 30, 2023, the fair value of the SPAC Warrants was $0.2 million and was recorded in other non-current liabilities in the condensed consolidated balance sheets. The change in fair value of $0.7 million for the nine months ended September 30, 2023 is reflected as non-operating income in the condensed consolidated statements of operations and comprehensive loss. Exchangeable Stock Upon consummation of the Business Combination on January 18, 2022, each share of Sonder Canada Inc. (“Legacy Sonder Canada”) exchangeable common stock (“Legacy Sonder Canada Exchangeable Stock” and collectively, “Legacy Sonder Canada Exchangeable Shares”) was exchanged into a new series of the same class of virtually identical Legacy Sonder Canada Exchangeable Common Stock (“Post-Combination Exchangeable Common Stock” and collectively, “Post-Combination Exchangeable Shares”) exchangeable for the Company’s common stock. On that date, all the Legacy Sonder Canada Exchangeable Shares were automatically converted into 1,614,826 Post-Combination Exchangeable Shares for a value of $49.7 million. The Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock at each of the dates indicated (in thousands except per share amounts): September 30, 2023 December 31, 2022 Shares Authorized 2,000,000 2,000,000 Shares Issued and Outstanding 963,043 1,019,460 Issuance Price Per Share $ 30.80 $ 30.80 Net Carrying Value $ 29,662 $ 31,399 Aggregate Liquidation Preference $ 29,662 $ 31,399 The net carrying value of the Post-Combination Exchangeable Shares is included in additional paid-in capital in the condensed consolidated balance sheets. Redeemable Convertible Preferred Stock Upon consummation of the Business Combination, all the Company’s shares of redeemable convertible preferred stock were automatically converted into shares of post-combination common stock for a value of $518.8 million. Common and Preferred Stock The Company’s amended and restated certificate of incorporation following the Business Combination and the Reverse Stock Split authorizes the issuance of 272,000,000 shares, consisting of: (a) 22,000,000 shares of general common stock (“General Common Stock”), including: (i) 20,000,000 shares of common stock, and (ii) 2,000,000 shares of Special Voting Common Stock (“Special Voting Common Stock”), and (b) 250,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). The Company had reserved the following shares of common stock for future issuance as of the dates indicated: September 30, 2023 December 31, 2022 Post-Combination Exchangeable Common Shares 963,043 1,019,460 Outstanding stock options 2,611,093 1,833,950 Outstanding restricted stock units (“RSUs”) 377,825 584,590 Outstanding market stock units (“MSUs”) 580,999 602,998 Outstanding warrants liability 724,997 724,997 Shares issuable pursuant to Earn Out Liability 725,000 725,000 Outstanding Delayed Draw Note warrants liability 123,750 123,750 Shares available for grant under the Employee Stock Purchase Plan 353,024 243,646 Shares available for grant under the 2021 Equity Incentive Plan 587,499 444,388 Shares available for grant under the 2023 Inducement Equity Incentive Plan 208,440 — Total common stock reserved for future issuance 7,255,670 6,302,779 |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation Stock Option Repricing On December 1, 2022 (the “Repricing Date”), the Company closed an offer to reprice certain eligible stock options, whether vested or unvested, with modified vesting terms such that all previously vested options became unvested on the Repricing Date. As a result of the repricing, the exercise price for a total of 1,014,631 options was reduced to $34.80 per share, or the closing price of the Company’s common stock on the Repricing Date. As a result of the repricing, total incremental expense to be recognized over the remaining requisite service period of the repriced options, beginning at the Repricing Date, was determined to be $8.4 million. Stock-based Compensation Expense Total stock-based compensation expense is as follows for the periods indicated (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operations and support $ 1,307 $ 1,333 $ 6,588 $ 3,305 General and administrative 3,289 4,110 15,422 12,130 Research and development 475 855 3,022 2,441 Sales and marketing (147) 107 330 263 Total stock-based compensation expense $ 4,924 $ 6,405 $ 25,362 $ 18,139 Stock Options : The Company measures stock-based compensation expense for stock options at the grant date fair value of the award and recognizes the expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. During the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense from stock options of approximately $2.8 million and $18.6 million, respectively. During the three and nine months ended September 30, 2022 the Company recorded stock-based compensation expense from stock options of approximately $4.0 million and $12.1 million, respectively. The Company recognizes only the portion of the option award granted that is ultimately expected to vest as compensation expense and elects to recognize gross share-based compensation expense with actual forfeitures as they occur. Fair Value of Stock Options : The fair value of each stock option award is estimated using the Black-Scholes option-pricing model, which uses the fair value of the Company’s common stock and requires the input of the following subjective assumptions: Expected term. The expected term for options granted to employees, officers, and directors is based on the historical pattern of option exercise behavior and the period of time they are expected to be outstanding. Expected volatility. The expected volatility is based on the average volatility of similar public entities within the Company’s peer group as the Company’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 the Company’s historical experience. To date, Company has not paid any dividends on its common stock. Risk-Free Interest Rate. The risk-free interest rate used in the valuation is the implied yield currently available on the United States Treasury zero-coupon issues, with a remaining term equal to the expected life term of the Company’s options. The following table summarizes the key assumptions used to determine the fair value of the Company’s stock options granted to employees, non-employees, officers, and directors: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Expected term (in years) 6.15 - 6.16 6.07 6.15 - 6.22 4.09 - 6.07 Expected volatility 51.2% 50.0 % 50.4% - 51.2% 50.0% - 55.4% Dividend yield — % — % — % — % Risk-free interest rate 4.39% - 4.40% 2.89 % 3.50% - 4.40% 1.79% - 2.93% Weighted-average grant-date fair value per share $4.00 - $5.41 $17.47 - $25.98 $4.00 - $13.89 $17.47 - $42.60 Performance and Market-Based Equity Awards : The 2019 CEO Option Award . On November 15, 2019, the Legacy Sonder Board of Directors (the “Legacy Sonder Board”) granted an award to Francis Davidson, the Company’s Chief Executive Officer (“CEO”), for a total of 280,664 options (the “2019 CEO Option Award”), which Mr. Davidson exercised in full in December 2021, with a promissory note payable to the Company in the amount of $24.6 million. 102,059 of these options vest in 72 equal monthly installments starting on October 1, 2017 (the “Service-Based Options”), subject to Mr. Davidson’s continuous employment with the Company, and 178,604 options are performance-based and vest upon completion of certain performance milestones, subject to Mr. Davidson’s continuous employment with the Company. 127,573 of the performance-based options were modified during the year ended December 31, 2021 and, as a result, vested in full, while the remaining 51,029 performance-based awards vest upon the Company achieving a certain market capitalization milestone (the “Market Capitalization Condition”). The 2021 CEO Option Award. On February 18, 2021, the Legacy Sonder Board granted a total of 153,089 options to Mr. Davidson (the “2021 CEO Option Award”). The options vest upon the successful consummation of the Business Combination and upon certain share price milestones, subject to Mr. Davidson’s continuous employment at the Company during each such event. The grant-date fair value of the 2021 CEO Option Award was estimated using the Monte Carlo simulation and was $3.0 million. Modification of the 2019 CEO Option Award and the 2021 CEO Option Award. In December 2022, both the 2019 CEO Option Award and the 2021 CEO Option Award were amended to modify the vesting terms of the awards. The amendments represented modifications of the awards. The impact of the modification was immaterial to the consolidated financial statements for the year ended December 31, 2022 and resulted in approximately $1.5 million of incremental expense to be recognized in future years, over the remaining life of the awards. Stock Compensation related to the 2019 and 2021 CEO Option Awards . The fair value of the Service-Based Options was estimated using the Black-Scholes option pricing model. The grant date fair value of these awards was $3.2 million and is being recognized on a straight-line basis over the term of the award. The Company recognized $0.5 million and $1.5 million in stock-based compensation expense related to the Market Capitalization Condition of the 2019 CEO Option Award and the 2021 CEO Option Award during the three and nine months ended September 30, 2023, respectively, and $0.5 million and $3.2 million during the three and nine months ended September 30, 2022, respectively. RSUs The fair value of the Company’s RSUs is expensed ratably over the vesting period. The Company’s RSUs generally vest over four years, with a cliff equal to one-fourth of the award after the first year, and then quarterly thereafter over the remaining service period. For the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense from RSUs of approximately $1.4 million and $4.7 million, respectively. For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense from RSUs of approximately $1.6 million and $2.5 million, respectively. MSUs In May 2022, the Company issued MSUs to certain key executives in accordance with the Company’s 2021 Management Equity Incentive Plan. One-sixth of the MSUs vest upon (including prior to but contingent on) the occurrence of each of six distinct triggering events, including if certain share price targets are met, within the five-year period ending July 17, 2027. The Company determined the grant-date fair value of the MSUs usin g a Monte Carlo simulation. The Company recognizes stock-based compensation for the MSUs over the requisite service period, which is approximately four years, using the accelerated attribution method. During the three and nine months ended September 30, 2023, the Company did not grant any MSUs. During the three and nine months ended September 30, 2023, the Company recognized approximately $0.2 million and $0.6 million, respectively, in stock-based compensation expense from MSUs. For the three and nine months ended September 30, 2022, the Company recognized approximately $0.3 million and $0.4 million, respectively, in stock-based compensation expense from MSUs. |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Net Loss per Common Share The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less weighted-average shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because potentially dilutive common shares are anti-dilutive. The following tables set forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except number of shares and per share information): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ (64,276) $ (73,689) $ (196,034) $ (108,392) Denominator: Weighted average basic and diluted common shares outstanding 10,960,030 10,784,117 10,908,011 10,125,694 Net loss per common share: Basic and diluted $ (5.86) $ (6.83) $ (17.97) $ (10.70) 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: September 30, 2023 2022 Options to purchase common stock 2,611,093 1,632,759 Common stock subject to repurchase or forfeiture 76,157 102,163 Outstanding RSUs 580,999 — Outstanding MSUs 377,825 724,998 Exchangeable shares 963,043 1,043,649 Total common stock equivalents 4,609,117 3,503,569 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Surety Bonds A portion of the Company’s leases are supported by surety bonds provided by affiliates of certain insurance companies. At September 30, 2023, the Company had commitments from six surety providers in the amount of $54.6 million, of which $46.1 million was outstanding. The availability, terms and conditions, and pricing of bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity, and the Company’s corporate credit rating. Legal and Regulatory Matters The Company has been and expects to continue to become involved in litigation or other legal proceedings from time to time, including the matters described below. Except as described below, the Company is not currently a party to any litigation or legal proceedings that, in the opinion of management, is likely to have a material adverse effect on the Company’s business. Regardless of outcome, litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, possible restrictions on the business as a result of settlement or adverse outcomes, and other factors. In February 2020, the Company was informed about an investigation underway by the New York City Department of Health and Mental Hygiene relating to possible Legionella bacteria contamination in the water supply at 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, the Company withheld payment of rent to the Broad Street Landlord on grounds of, among other reasons, constructive eviction. On July 30, 2020, the Broad Street Landlord sued Sonder USA Inc., Sonder Canada Inc., and Sonder Holdings Inc. for breach of the lease, seeking no less than $3.9 million in damages. The Company filed counterclaims against the Broad Street Landlord and the property management company for breach of contract, seeking significant damages. The Broad Street Landlord filed a motion for summary judgment. The hearing and oral argument for the summary judgment motion occurred on December 21, 2021. On October 13, 2023, the court issued an order granting the summary judgment motion with respect to liability for the claim for breach of guaranty against Sonder Canada Inc., the claim for breach of contract against Sonder USA Inc., and reasonable attorney’s fees; dismissing Sonder’s counterclaims; and ordering a trial for the amount of damages. No trial date has been set. On November 13, 2023, Sonder filed a notice of appeal of the October 13, 2023 court order on liability. On August 8, 2023, a purported class action lawsuit was filed against the Company in the U.S. District Court for the District of Colorado captioned Wang v. Sonder Holdings Inc. The complaint asserted claims based on the Company’s alleged failure to secure and safeguard the personally identifiable information of the putative class in connection with the Company’s previously disclosed November 2022 information technology security incident. The complaint sought unspecified damages, injunctive relief, attorneys’ fees, and other costs. The Company agreed to waive service on August 14, 2023. On October 27, 2023, the plaintiff voluntarily dismissed the lawsuit with prejudice. The Company establishes an accrued liability for loss conting encies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded an estimated accrual of $3.6 million and $5.8 million in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on management’s current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Tax Contingencies The Company is subject to audit or examination by various domestic and foreign tax authorities with regards to tax matters. Income tax examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes or net operating losses with respect to years under examination as well as subsequent periods. Indirect tax examinations may lead to ordinary course adjustments or proposed adjustments to transaction taxes which may increase operating expenses. The Company establishes an accrued liability for loss contingencies related to tax matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. The Company recorded estimated accruals of $6.9 million and $7.9 million, respectively in the taxes payable line item of the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively, for such matters. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact the Company’s tax contingencies. Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months the Company will receive additional assessments by various tax authorities or possibly reach resolution of tax controversies in one or more jurisdictions. These assessments or settlements could result in changes to the Company’s contingencies related to positions on prior years’ tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements, and the range of possible outcomes is not currently estimable. Portfolio Optimization Program The Company is undertaking a portfolio optimization program, which involves discussions with landlords about renegotiating the terms of leases at certain underperforming properties. This process may result in contract modifications resulting in changes to rent amounts, lease durations, or other provisions of our lease agreements and may result in the termination of certain leases leading to the transition of certain properties over time and the incurrence of certain expenses, including but not limited to impairment charges, which could be material. However, as of the filing of this Quarterly Report on Form 10-Q, the timing and amount of any such items cannot be reasonably estimated, and the outcome of the foregoing activities is inherently uncertain. Indemnifications The Company has entered into indemnification agreements with all of its directors. The indemnification agreements and its Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors. No demands have been made for the Company to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that management is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. In the ordinary course of business, the Company has included limited indemnification provisions under certain agreements with parties with whom it has commercial relations of varying scope and terms with respect to certain matters, including losses arising out of its breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no material costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes for the three and nine months ended September 30, 2023 was $0.4 million and $0.6 million, respectively, and the effective tax rates were 0.59% and 0.33%, respectively. Provision for income taxes for the three and nine months ended September 30, 2022 was $0.4 million and $0.6 million, respectively, and the effective tax rates were 0.57% and 0.52%, respectively. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21.0% was primarily due to a full v aluation allowance related to the Company’s net deferred tax assets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company did not have any material related party transactions in the nine months ended September 30, 2023. For a discussion of related party transactions that occurred in the year ended December 31, 2022, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On January 18, 2022, the Company closed the previously announced Business Combination pursuant to the Agreement and Plan of Merger, dated April 29, 2021 (as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 27, 2021 (“Amendment No. 1”)) (coll ectively, the “Merger Agreement”), by and among GMII, Sunshine Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub, Sunshine Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GMII, and Legacy Sonder. Pursuant to the Merger Agreement: • holders of existing shares of Common Stock of Legacy Sonder, par value $0.000001 per share (the “Legacy Sonder Common Stock”) received approximately 7,027,202 shares of the Company’s Common Stock, pursuant to the recapitalization exchange ratio of 1.4686 shares for each share of Legacy Sonder Common Stock held; • holders of existing shares of Special Voting Series AA Common Stock, par value $0.000001 per share (“Legacy Sonder Special Voting Common Stock”), received approximately 1,614,826 shares of the newly created Post-Combination Special Voting Common Stock, par value $0.0001 per share (“Post-Combination Special Voting Common Stock”), pursuant to the recapitalization exchange ratio of 1.4686 shares for each share of Legacy Sonder Special Voting Common Stock held; • holders of Series AA Common Exchangeable Preferred Shares (“Legacy Sonder Canada Exchangeable Common Shares”) of Sonder Canada Inc. received Post-Combination Exchangeable Common Stock whose terms provided: (i) for a deferral of any mandatory exchange caused by the Business Combination for a period of at least 12 months from the closing date of the Business Combination, which period was subsequently extended for an additional five years to January 18, 2028; and (ii) that such Post-Combination Exchangeable Common Stock shall be exchangeable for Common Stock upon the completion of the Business Combination; and • holders of options to purchase Legacy Sonder Common Stock (“Legacy Sonder Stock Options”) received options to acquire approximately 1,526,777 shares of Company’s Common Stock (“Rollover Options”), pursuant to the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held. As a result of the above, the share figures in the condensed consolidated statement of stockholders’ deficit for the nine months ended September 30, 2022 have been adjusted for the application of the recapitalization exchange ratio of 1.4686 per share. In addition, all options were adjusted for the option exchange ratio of 1.5444 shares for each share of Legacy Sonder Stock Options held. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GMII was treated as the acquired company for financial statement reporting purposes. The most significant change in the Company’s reported financial position and results was an increase in cash, as noted in the table below. Closing of Private Investment in Public Equity (“PIPE”) Investments Pursuant to subscription agreements entered into in connection with the Merger Agreement and in connection with Amendment No. 1, certain investors agreed to subscribe for an aggregate of 1,560,839 shares of Class A Common Stock for an aggregate purchase price of $309.4 million (the “PIPE Investment”). Upon consummation of the Business Combination, the Company consummated the PIPE Investment. The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the consolidated statement of stockholders’ deficit for the nine months ended September 30, 2022 (in thousands): Cash - PIPE Investment $ 309,398 Cash - GMII trust and cash, net of redemptions 16,530 Less: transaction costs and advisory fees (58,555) Net proceeds from Business Combination and PIPE $ 267,373 Proceeds from Delayed Draw Notes, net of issuance costs 159,225 Repayment of debt, not including payment of early termination fees (24,680) Net proceeds from Business Combination, PIPE, and Delayed Draw Notes $ 401,918 |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities On June 9, 2022, the Company announced its Cash Flow Positive Plan, including a restructuring of its operations which resulted in an approxi mate 21.0% reduction of existing corporate roles and 7.0% reduction of existing frontline roles. As part of this restructuring, the Company incurred $4.0 million in one-time restructuring costs, all of which had been paid out as of September 30, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In November 2023, the Delayed Draw Note Purchase Agreement was amended to (i) extend the ability to pay interest in kind on the notes issued under the Delayed Draw Note Purchase Agreement through July 19, 2024, (ii) provide for the repayment by the Company of $30.0 million of the outstanding principal amount of the notes issued under the Delayed Draw Note Purchase Agreement, plus a prepayment premium of approximately $4.3 million, and (iii) add a minimum liquidity covenant and a minimum free cash flow covenant. In November 2023, the Company amended the 2022 Loan and Security Agreement again. The amendment (i) removed the adjusted quick ratio financial covenant to which the Company was previously subject, (ii) updated certain financial reporting requirements, (iii) reduced the letter of credit sublimit from $60.0 million to $45.0 million, and (iv) permitted a prepayment of the Company’s existing subordinated secured notes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ (64,276) | $ (45,327) | $ (86,431) | $ (73,689) | $ (45,666) | $ 10,963 | $ (196,034) | $ (108,392) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation and Principles of Consolidation | Basis of Financial Statement Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”, “U.S. GAAP”, or “generally accepted accounting principles”). The condensed consolidated financial statements present the results of operations, financial position, and cash flows of 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 | 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 | 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 | 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 | 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. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“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 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 was effective for public business entities for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued amended guidance which defers the effective date for emerging growth companies for fiscal years beginning after December 15, 2022, and interim periods therein. The Company adopted this guidance on January 1, 2023 using the modified retrospective basis. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company has not identified any recent accounting pronouncements not yet adopted that are expected to have a material impact on the Company’s financial position, results of operations, or cash flows. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | 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) (1) Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See discussion above for details. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table sets forth the Company’s total revenues for the periods indicated, disaggregated between direct and indirect (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Direct revenue $ 73,569 $ 60,775 $ 210,444 $ 149,010 Indirect revenue 87,327 63,751 228,593 177,304 Total revenue $ 160,896 $ 124,526 $ 439,037 $ 326,314 |
Fair Value Measurement and Fi_2
Fair Value Measurement and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured on Recurring Basis | The following table summarizes the Company’s Level 1, Level 2, and Level 3 financial liabilities measured at fair value on a recurring basis as of September 30, 2023 (in thousands): Level 1 Level 3 Total Earn Out Liability $ — $ 275 $ 275 SPAC Warrants 231 — 231 Total financial liabilities measured and recorded at fair value $ 231 $ 275 $ 506 At December 31, 2022, the Earn Out Liability and SPAC Warrants liability were included in other non-current liabilities in the condensed consolidated balance sheets. The following table summarizes the Company’s Level 1, Level 2, and Level 3 financial liabilities measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Level 1 Level 3 Total Earn Out Liability $ — $ 2,417 $ 2,417 Public Warrants 630 — 630 Private Placement Warrants — 275 275 Total financial liabilities measured and recorded at fair value $ 630 $ 2,692 $ 3,322 |
Schedule of Financial Liabilities Measured at Fair Value | The following table represents changes in the Company’s Level 3 liabilities measured at fair value for the nine months ended September 30, 2023 (in thousands): Level 3 Beginning balance at January 1, 2023 $ 2,692 Transfers out of Level 3 (275) Change in fair value of Earn Out Liability (2,142) Total financial liabilities measured and recorded at fair value $ 275 The following table presents changes in the Company’s Level 3 liabilities measured at fair value for the year ended December 31, 2022 (in thousands): Level 3 Beginning balance at January 1, 2022 $ 33,610 Recognition of Earn Out Liability 98,117 Private Placement Warrants liability recognized upon consummation of Business Combination 14,465 Change in fair value of share-settled redemption feature upon conversion of convertible notes (30,322) Change in fair value of Earn Out Liability (95,700) Change in fair value of Private Placement Warrants liability (14,190) Conversion of preferred stock warrant liabilities to equity (3,288) Total financial liabilities measured and recorded at fair value $ 2,692 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net | Long term debt, net consisted of the following at the dates indicated (in thousands): September 30, 2023 December 31, 2022 Principal balance, including capitalized paid-in-kind interest $ 205,435 $ 183,245 Less: debt discount related to Delayed Draw Warrants, net of amortization (4,333) (4,945) Less: unamortized debt discount and deferred issuance costs (4,704) (5,350) Long-term debt, net $ 196,398 $ 172,950 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost | Components of lease expense were as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operating lease cost $ 85,025 $ 61,498 $ 234,801 $ 191,908 Short-term lease cost 343 1,951 780 2,430 Variable lease cost 6,356 — 9,425 — Total operating lease cost $ 91,724 $ 63,449 $ 245,006 $ 194,338 Supplemental information related to operating leases was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cash payments for operating leases $ 73,777 $ 64,690 $ 216,950 $ 171,292 New operating lease ROU assets obtained in exchange for operating lease liabilities $ 173,781 $ 73,007 $ 360,818 $ 199,875 |
Warrants and Stockholders_ De_2
Warrants and Stockholders’ Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Post-Combination Exchangeable Shares | The Company had the following authorized and outstanding Post-Combination Exchangeable Common Stock at each of the dates indicated (in thousands except per share amounts): September 30, 2023 December 31, 2022 Shares Authorized 2,000,000 2,000,000 Shares Issued and Outstanding 963,043 1,019,460 Issuance Price Per Share $ 30.80 $ 30.80 Net Carrying Value $ 29,662 $ 31,399 Aggregate Liquidation Preference $ 29,662 $ 31,399 |
Schedule of Shares of Common Stock Reserved for Future Issuance | The Company had reserved the following shares of common stock for future issuance as of the dates indicated: September 30, 2023 December 31, 2022 Post-Combination Exchangeable Common Shares 963,043 1,019,460 Outstanding stock options 2,611,093 1,833,950 Outstanding restricted stock units (“RSUs”) 377,825 584,590 Outstanding market stock units (“MSUs”) 580,999 602,998 Outstanding warrants liability 724,997 724,997 Shares issuable pursuant to Earn Out Liability 725,000 725,000 Outstanding Delayed Draw Note warrants liability 123,750 123,750 Shares available for grant under the Employee Stock Purchase Plan 353,024 243,646 Shares available for grant under the 2021 Equity Incentive Plan 587,499 444,388 Shares available for grant under the 2023 Inducement Equity Incentive Plan 208,440 — Total common stock reserved for future issuance 7,255,670 6,302,779 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation expense is as follows for the periods indicated (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Operations and support $ 1,307 $ 1,333 $ 6,588 $ 3,305 General and administrative 3,289 4,110 15,422 12,130 Research and development 475 855 3,022 2,441 Sales and marketing (147) 107 330 263 Total stock-based compensation expense $ 4,924 $ 6,405 $ 25,362 $ 18,139 |
Schedule of Key Assumptions used to Determine Fair Value of Stock Options | The following table summarizes the key assumptions used to determine the fair value of the Company’s stock options granted to employees, non-employees, officers, and directors: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Expected term (in years) 6.15 - 6.16 6.07 6.15 - 6.22 4.09 - 6.07 Expected volatility 51.2% 50.0 % 50.4% - 51.2% 50.0% - 55.4% Dividend yield — % — % — % — % Risk-free interest rate 4.39% - 4.40% 2.89 % 3.50% - 4.40% 1.79% - 2.93% Weighted-average grant-date fair value per share $4.00 - $5.41 $17.47 - $25.98 $4.00 - $13.89 $17.47 - $42.60 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted net (loss) per Share | The following tables set forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except number of shares and per share information): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ (64,276) $ (73,689) $ (196,034) $ (108,392) Denominator: Weighted average basic and diluted common shares outstanding 10,960,030 10,784,117 10,908,011 10,125,694 Net loss per common share: Basic and diluted $ (5.86) $ (6.83) $ (17.97) $ (10.70) |
Schedule of Antidilutive Securities | The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: September 30, 2023 2022 Options to purchase common stock 2,611,093 1,632,759 Common stock subject to repurchase or forfeiture 76,157 102,163 Outstanding RSUs 580,999 — Outstanding MSUs 377,825 724,998 Exchangeable shares 963,043 1,043,649 Total common stock equivalents 4,609,117 3,503,569 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Combinations, PIPE and Delayed Draw Notes | The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the consolidated statement of stockholders’ deficit for the nine months ended September 30, 2022 (in thousands): Cash - PIPE Investment $ 309,398 Cash - GMII trust and cash, net of redemptions 16,530 Less: transaction costs and advisory fees (58,555) Net proceeds from Business Combination and PIPE $ 267,373 Proceeds from Delayed Draw Notes, net of issuance costs 159,225 Repayment of debt, not including payment of early termination fees (24,680) Net proceeds from Business Combination, PIPE, and Delayed Draw Notes $ 401,918 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 20, 2023 $ / shares shares | Sep. 30, 2023 USD ($) entity $ / shares | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 USD ($) entity $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Sep. 19, 2023 shares | Jan. 18, 2022 shares | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Number of variable interest entities | entity | 1 | 1 | |||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized (in shares) | shares | 250,000,000 | 250,000,000 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 230 | ||||||||||||
Fair value adjustment of warrants | $ | $ (276) | $ 495 | $ (674) | $ (23,819) | |||||||||
Increase (decrease) in fair value | $ | $ (800) | $ 12,500 | |||||||||||
Basic net loss per common share (in dollars per share) | $ / shares | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||||||
Diluted net loss per common share (in dollars per share) | $ / shares | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||||||
Common Stock | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | shares | 20,000,000 | 400,000,000 | 20,000,000 | ||||||||||
Special Voting Stock | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | shares | 2,000,000 | 40,000,000 | 2,000,000 | ||||||||||
As Previously Reported | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Fair value adjustment of warrants | $ | $ 1,305 | $ (36,329) | |||||||||||
Basic net loss per common share (in dollars per share) | $ / shares | $ (7) | $ (9) | |||||||||||
Diluted net loss per common share (in dollars per share) | $ / shares | $ (7) | $ (9) | |||||||||||
Public Warrants | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Other non-current liabilities | $ | $ 300 | ||||||||||||
Public Warrants | Fair Value, Recurring | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Fair value adjustment of warrants | $ | $ 12,200 | ||||||||||||
Other non-current liabilities | $ | $ 23,700 | $ 23,700 | $ 630 | ||||||||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
Basis of Presentation - Stateme
Basis of Presentation - Statement of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Change in fair value of SPAC Warrants | $ (276) | $ 495 | $ (674) | $ (23,819) | |||||
Total non-operating expense (income), net | 6,970 | 12,005 | 11,710 | (116,884) | |||||
Loss before income taxes | (63,900) | (73,273) | (195,395) | (107,828) | |||||
Net loss | $ (64,276) | $ (45,327) | $ (86,431) | (73,689) | $ (45,666) | $ 10,963 | $ (196,034) | (108,392) | |
Less: Net loss attributable to convertible and exchangeable preferred stockholders | 0 | ||||||||
Net loss attributable to common stockholders | (108,392) | ||||||||
Comprehensive loss | $ (68,856) | $ (96,476) | |||||||
Basic net loss per common share (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||
Diluted net loss per common share (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||
As Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Change in fair value of SPAC Warrants | $ 1,305 | $ (36,329) | |||||||
Total non-operating expense (income), net | 12,815 | (129,394) | |||||||
Loss before income taxes | (74,083) | (95,318) | |||||||
Net loss | (74,499) | (95,882) | |||||||
Less: Net loss attributable to convertible and exchangeable preferred stockholders | 3,886 | ||||||||
Net loss attributable to common stockholders | (91,996) | ||||||||
Comprehensive loss | $ (69,666) | $ (83,966) | |||||||
Basic net loss per common share (in dollars per share) | $ (7) | $ (9) | |||||||
Diluted net loss per common share (in dollars per share) | $ (7) | $ (9) | |||||||
Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Change in fair value of SPAC Warrants | $ (810) | $ 12,510 | |||||||
Total non-operating expense (income), net | (810) | 12,510 | |||||||
Loss before income taxes | 810 | (12,510) | |||||||
Net loss | 810 | (12,510) | |||||||
Less: Net loss attributable to convertible and exchangeable preferred stockholders | (3,886) | ||||||||
Net loss attributable to common stockholders | (16,396) | ||||||||
Comprehensive loss | $ 810 | $ (12,510) | |||||||
Basic net loss per common share (in dollars per share) | $ 0.17 | $ (1.70) | |||||||
Diluted net loss per common share (in dollars per share) | $ 0.17 | $ (1.70) | |||||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
Basis of Presentation - State_2
Basis of Presentation - Statement of Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | $ (25,985) | $ (25,985) | ||||||||||||
Net loss | $ (64,276) | $ (45,327) | $ (86,431) | $ (73,689) | $ (45,666) | 10,963 | $ (196,034) | (108,392) | ||||||
Additional Paid in Capital | 972,991 | [1] | 942,758 | 972,991 | [1] | 942,758 | $ 947,621 | [1] | ||||||
Accumulated deficit | (1,176,588) | (923,204) | (1,176,588) | (923,204) | (980,554) | |||||||||
Total stockholders' equity | $ (192,688) | $ (136,592) | $ (96,827) | $ 38,771 | $ 101,092 | $ 135,988 | $ (192,688) | $ 38,771 | $ (19,947) | $ (764,406) | ||||
Basic net loss per common share (in dollars per share) | [2] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | |||||||||
As Previously Reported | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | $ (38,135) | |||||||||||||
Net loss | $ (74,499) | (95,882) | ||||||||||||
Additional Paid in Capital | 930,608 | 930,608 | ||||||||||||
Accumulated deficit | (910,694) | (910,694) | ||||||||||||
Total stockholders' equity | $ 39,131 | $ 39,131 | $ (764,406) | |||||||||||
Basic net loss per common share (in dollars per share) | $ (7) | $ (9) | ||||||||||||
Adjustments | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Assumption of SPAC Warrants upon consummation of business combination | $ 12,150 | |||||||||||||
Net loss | $ 810 | (12,510) | ||||||||||||
Additional Paid in Capital | 12,150 | 12,150 | ||||||||||||
Accumulated deficit | (12,510) | (12,510) | ||||||||||||
Total stockholders' equity | $ (360) | $ (360) | ||||||||||||
Basic net loss per common share (in dollars per share) | $ 0.17 | $ (1.70) | ||||||||||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details.[2]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
Basis of Presentation - Cash Fl
Basis of Presentation - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | $ (64,276) | $ (45,327) | $ (86,431) | $ (73,689) | $ (45,666) | $ 10,963 | $ (196,034) | $ (108,392) |
Change in fair value of SPAC Warrants | $ (276) | 495 | $ (674) | (23,819) | ||||
As Previously Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | (74,499) | (95,882) | ||||||
Change in fair value of SPAC Warrants | 1,305 | (36,329) | ||||||
Adjustments | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Net loss | 810 | (12,510) | ||||||
Change in fair value of SPAC Warrants | $ (810) | $ 12,510 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 160,896 | $ 124,526 | $ 439,037 | $ 326,314 |
Direct revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 73,569 | 60,775 | 210,444 | 149,010 |
Indirect revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 87,327 | $ 63,751 | $ 228,593 | $ 177,304 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenues | First Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 24% | 20.10% | 22.30% | 22.60% | |
Revenues | Second Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 14.30% | 19.70% | 14.20% | 19.20% | |
Revenues | Third Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 12.20% | 11.90% | 10.10% | ||
Accounts Receivable | First Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 18.40% | 23.80% | |||
Accounts Receivable | Second Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 12.70% | 18.30% | |||
Accounts Receivable | Third Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 17% | ||||
Accounts Receivable | Fourth Travel Agency | |||||
Product Information [Line Items] | |||||
Concentration percentage | 11.80% |
Fair Value Measurement and Fi_3
Fair Value Measurement and Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Jan. 18, 2022 | Sep. 30, 2023 | Sep. 20, 2023 | Jan. 18, 2023 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 230 | |||
Derivative Liability, Type [Extensible Enumeration] | Additional Paid in Capital | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.05 | |||
Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Aggregate number of contingently issuable shares (in shares) | 725,000 | |||
Earn Out Liability | ||||
Class of Warrant or Right [Line Items] | ||||
Expected share-price volatility (as percent) | 72.50% | |||
Expected term (in years) | 3 years 9 months 14 days | |||
Risk-free interest rate (as percent) | 4.70% | |||
Dividend yield (as percent) | 0% | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 230 | |||
Public Warrants | Gores Metropoulos Sponsor II, LLC | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding (in shares) | 9,000,000 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number outstanding (in shares) | 5,500,000 | |||
Exercise price (in dollars per share) | $ 230 | $ 0.02 | ||
Delayed Draw Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Share-settled redemption feature | $ 5.6 |
Fair Value Measurement and Fi_4
Fair Value Measurement and Financial Instruments - Schedule of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Public Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | $ 300 | ||
Private Placement Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 600 | ||
Fair Value, Recurring | |||
Other non-current liabilities: | |||
Total financial liabilities measured and recorded at fair value | $ 506 | 3,322 | |
Fair Value, Recurring | Earn Out Liability | |||
Other non-current liabilities: | |||
Other non-current liabilities | 275 | 2,417 | |
Fair Value, Recurring | SPAC Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 231 | ||
Fair Value, Recurring | Public Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 630 | $ 23,700 | |
Fair Value, Recurring | Private Placement Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 275 | ||
Level 1 | Fair Value, Recurring | |||
Other non-current liabilities: | |||
Total financial liabilities measured and recorded at fair value | 231 | 630 | |
Level 1 | Fair Value, Recurring | Earn Out Liability | |||
Other non-current liabilities: | |||
Other non-current liabilities | 0 | 0 | |
Level 1 | Fair Value, Recurring | SPAC Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 231 | ||
Level 1 | Fair Value, Recurring | Public Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 630 | ||
Level 1 | Fair Value, Recurring | Private Placement Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 0 | ||
Level 3 | Fair Value, Recurring | |||
Other non-current liabilities: | |||
Total financial liabilities measured and recorded at fair value | 275 | 2,692 | |
Level 3 | Fair Value, Recurring | Earn Out Liability | |||
Other non-current liabilities: | |||
Other non-current liabilities | 275 | 2,417 | |
Level 3 | Fair Value, Recurring | SPAC Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | $ 0 | ||
Level 3 | Fair Value, Recurring | Public Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | 0 | ||
Level 3 | Fair Value, Recurring | Private Placement Warrants | |||
Other non-current liabilities: | |||
Other non-current liabilities | $ 275 |
Fair Value Measurement and Fi_5
Fair Value Measurement and Financial Instruments - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Recognition of Earn Out Liability | $ 0 | $ 98,117 | |||
Change in fair value of share-settled redemption feature upon conversion of convertible notes | $ 209 | $ (2,223) | 2,142 | 94,299 | |
Change in fair value | $ (800) | 12,500 | |||
Level 3 | Fair Value, Recurring | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | 2,692 | $ 33,610 | $ 33,610 | ||
Transfers out of Level 3 | (275) | ||||
Recognition of Earn Out Liability | 98,117 | ||||
Change in fair value of share-settled redemption feature upon conversion of convertible notes | (30,322) | ||||
Ending balance | $ 275 | 275 | 2,692 | ||
Private Placement Warrants | Level 3 | Fair Value, Recurring | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Private Placement Warrants liability recognized upon consummation of Business Combination | 14,465 | ||||
Change in fair value | (14,190) | ||||
Earn Out Liability | Level 3 | Fair Value, Recurring | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Change in fair value | $ (2,142) | (95,700) | |||
Preferred Stock Warrant Liabilities | Level 3 | Fair Value, Recurring | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Conversion of preferred stock warrant liabilities to equity | $ (3,288) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Nov. 14, 2023 USD ($) | Jul. 25, 2023 USD ($) quarterly_payment | Dec. 10, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) shares | Dec. 31, 2020 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Nov. 13, 2023 USD ($) | Sep. 20, 2023 $ / shares | Feb. 29, 2020 USD ($) | Dec. 31, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds | $ 0 | $ 159,225,000 | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 230 | |||||||||||||
Gain on conversion | $ 0 | $ 0 | 0 | 29,512,000 | ||||||||||
Repayment of debt | 24,680,000 | |||||||||||||
Restricted cash | $ 42,562,000 | 41,188,000 | $ 1,131,000 | 41,188,000 | $ 1,131,000 | |||||||||
Delayed Draw Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number outstanding (in shares) | shares | 123,750 | 123,750 | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 250 | |||||||||||||
Share-Settled Redemption Feature | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain on conversion | $ 29,500,000 | |||||||||||||
Issuance of common stock upon exercise of common stock warrants | 159,200,000 | |||||||||||||
Write-off of share-based settlement feature | 30,300,000 | |||||||||||||
Write-off of debt discount | 10,000,000 | |||||||||||||
Write down of accrued interest expense | 1,400,000 | |||||||||||||
EFA | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds | $ 3,000,000 | |||||||||||||
Number of quarterly payments | quarterly_payment | 12 | |||||||||||||
Interest rate payable annually | 22.20% | |||||||||||||
Current portion of long-term debt | 1,000,000 | $ 1,000,000 | ||||||||||||
Delayed Draw Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds | $ 165,000,000 | $ 165,000,000 | ||||||||||||
Debt maturity (in years) | 5 years | 5 years | ||||||||||||
Initial term of debt attributable to payment in kind (in years) | 2 years | |||||||||||||
Delayed Draw Notes | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayment | $ 30,000,000 | |||||||||||||
Early termination fees | 4,300,000 | |||||||||||||
Delayed Draw Notes | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable interest rate (as percent) | 9% | |||||||||||||
Convertible Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares issued (in shares) | shares | 950,855 | |||||||||||||
Value of common stock upon conversion | $ 159,200,000 | |||||||||||||
2018 Loan and Security Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Early termination fees | 3,100,000 | |||||||||||||
Write down of accrued interest expense | 200,000 | |||||||||||||
Aggregate principal amount | $ 50,000,000 | |||||||||||||
Repayment of debt | 24,700,000 | |||||||||||||
Write off of deferred debt issuance cost | $ 400,000 | |||||||||||||
2022 Loan and Security Agreement | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 60,000,000 | |||||||||||||
Letter of credit fee percentage | 1.50% | |||||||||||||
Fronting fee percent | 0.25% | |||||||||||||
Non-use fee percentage | 0.25% | |||||||||||||
2022 Loan and Security Agreement | Revolving Credit Facility | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 45,000,000 | $ 60,000,000 | ||||||||||||
2022 Loan and Security Agreement | Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amount outstanding under line of credit | $ 10,100,000 | 29,000,000 | $ 29,000,000 | |||||||||||
2020 Credit Facility | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||||
2020 Québec Credit Facility | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt maturity (in years) | 10 years | |||||||||||||
Interest rate payable annually | 6% | |||||||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||||||||
Drawdown borrowing requirements | $ 0 | $ 0 | $ 0 | |||||||||||
Conditional-Refund Financial Contribution Facility | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt maturity (in years) | 10 years | |||||||||||||
Interest rate payable annually | 6% | |||||||||||||
Maximum borrowing capacity | $ 5,000,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal balance, including capitalized paid-in-kind interest | $ 205,435 | $ 183,245 |
Less: debt discount related to Delayed Draw Warrants, net of amortization | (4,333) | (4,945) |
Less: unamortized debt discount and deferred issuance costs | (4,704) | (5,350) |
Long-term debt, net | $ 196,398 | $ 172,950 |
Leases - Lease Cost and Supplem
Leases - Lease Cost and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 85,025 | $ 61,498 | $ 234,801 | $ 191,908 |
Short-term lease cost | 343 | 1,951 | 780 | 2,430 |
Variable lease cost | 6,356 | 0 | 9,425 | 0 |
Total operating lease cost | 91,724 | 63,449 | 245,006 | 194,338 |
Cash payments for operating leases | 73,777 | 64,690 | 216,950 | 171,292 |
New operating lease ROU assets obtained in exchange for operating lease liabilities | $ 173,781 | $ 73,007 | $ 360,818 | $ 199,875 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Rent expense for operating leases | $ 91,700 | $ 63,400 | $ 245,000 | $ 194,300 |
Impairment of ROU assets | 1,100 | 1,087 | 0 | |
Cost of Revenue | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense for operating leases | 91,200 | 62,000 | 243,000 | 190,100 |
Operations and Support | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense for operating leases | 200 | 500 | 600 | 1,400 |
General and Administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Rent expense for operating leases | $ 300 | $ 900 | $ 1,400 | $ 2,800 |
Warrants and Stockholders_ De_3
Warrants and Stockholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 20, 2023 shares | Jan. 18, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 USD ($) | Jun. 30, 2022 | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 19, 2023 shares | ||
Class of Stock [Line Items] | |||||||||||||
Exchange rate | 1.4686 | ||||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | 0.05 | |||
Change in fair value | $ 800 | $ (12,500) | |||||||||||
Shares authorized (in shares) | shares | 272,000,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | shares | 250,000,000 | 250,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
SPAC Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Change in fair value | $ 700 | ||||||||||||
Additional Paid-in Capital | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reclassification of warrants from liability to equity | $ 2,100 | ||||||||||||
Sonder Legacy Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of Legacy Sonder Warrants | $ 1,243 | ||||||||||||
Sonder Legacy Warrants | Additional Paid-in Capital | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock upon exercise of common stock warrants | 1,200 | ||||||||||||
Conversion of Legacy Sonder Warrants | [1] | $ 1,243 | |||||||||||
Delayed Draw Warrants | Additional Paid-in Capital | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of Legacy Sonder Warrants | $ 5,600 | ||||||||||||
Public Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Other non-current liabilities | $ 300 | ||||||||||||
Public Warrants | Fair Value, Recurring | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Other non-current liabilities | $ 23,700 | $ 23,700 | 630 | ||||||||||
Private Placement Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Other non-current liabilities | 600 | ||||||||||||
Private Placement Warrants | Fair Value, Recurring | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Other non-current liabilities | $ 275 | ||||||||||||
SPAC Warrants | Fair Value, Recurring | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Other non-current liabilities | $ 231 | $ 231 | |||||||||||
Post-Combination Exchangeable Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares converted (in shares) | shares | 7,504 | ||||||||||||
Common stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Post-Combination Exchangeable Common Stock | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock upon exercise of common stock warrants | $ 49,700 | ||||||||||||
Shares issued upon conversion (in shares) | shares | 1,614,826 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock upon exercise of common stock warrants | $ 518,800 | ||||||||||||
Common stock, shares authorized (in shares) | shares | 20,000,000 | 20,000,000 | 400,000,000 | ||||||||||
General Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | shares | 22,000,000 | ||||||||||||
Special Voting Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | 40,000,000 | ||||||||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
Warrants and Stockholders_ De_4
Warrants and Stockholders’ Deficit - Post-Combination Exchangeable Common Shares (Details) - Post-Combination Exchangeable Common Stock - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 2,000,000 | 2,000,000 |
Shares Issued and Outstanding (in shares) | 963,043 | 1,019,460 |
Issuance price per share (in dollars per share) | $ 30.80 | $ 30.80 |
Net Carrying Value | $ 29,662 | $ 31,399 |
Aggregate Liquidation Preference | $ 29,662 | $ 31,399 |
Warrants and Stockholders_ De_5
Warrants and Stockholders’ Deficit - Shares of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 7,255,670 | 6,302,779 |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 587,499 | 444,388 |
2023 Inducement Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 208,440 | 0 |
Warrants | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 724,997 | 724,997 |
Earn Out Liability | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 725,000 | 725,000 |
Delayed Draw Note Warrant Liability | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 123,750 | 123,750 |
Stock Options | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 2,611,093 | 1,833,950 |
Outstanding RSUs | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 377,825 | 584,590 |
Market Stock Units | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 580,999 | 602,998 |
ESPP | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 353,024 | 243,646 |
Exchangeable Shares | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 963,043 | 1,019,460 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 01, 2022 USD ($) $ / shares shares | Feb. 18, 2021 USD ($) shares | Nov. 15, 2019 USD ($) installment shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 shares | Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ 4,924 | $ 6,405 | $ 25,362 | $ 18,139 | |||||
Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | shares | 153,089 | 280,664 | |||||||
Chief Executive Officer | Promissory Note | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Notes payable | $ 24,600 | ||||||||
Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total incremental expense to be recognized over the remaining requisite service period | $ 8,400 | ||||||||
Total stock-based compensation expense | 2,800 | 4,000 | 18,600 | 12,100 | |||||
Stock Options | Sonder Holdings Inc. 2021 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized for issuance (in shares) | shares | 1,014,631 | ||||||||
Total common stock reserved for future issuance (in dollars per share) | $ / shares | $ 34.80 | ||||||||
CEO Performance Awards | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | shares | 178,604 | 127,573 | |||||||
CEO Performance Awards | Chief Executive Officer | Vesting Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | shares | 51,029 | ||||||||
Market Capitalization Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | 500 | 500 | 1,500 | 3,200 | |||||
Market Capitalization Units | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value of options | $ 1,500 | ||||||||
2019 and 2021 Service-Based Awards | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value of options | $ 3,200 | ||||||||
2019 CEO Option Award | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted and available for purchase (in shares) | shares | 102,059 | ||||||||
Number of monthly installments | installment | 72 | ||||||||
2021 CEO Option Award | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grant date fair value of options | $ 3,000 | ||||||||
Outstanding RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | 1,400 | 1,600 | $ 4,700 | 2,500 | |||||
Vesting period | 4 years | ||||||||
Outstanding RSUs | Vesting Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 25% | ||||||||
Outstanding RSUs | Vesting Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 25% | ||||||||
Outstanding RSUs | Vesting Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 25% | ||||||||
Outstanding RSUs | Vesting Tranche Four | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 25% | ||||||||
Market Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ 200 | $ 300 | $ 600 | $ 400 | |||||
Contractual term (in years) | 5 years | ||||||||
Share-based compensation arrangement by share-based payment award, award requisite service period (in years) | 4 years | ||||||||
Shares granted (in shares) | shares | 0 | 0 | |||||||
Market Stock Units | Vesting Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% | ||||||||
Market Stock Units | Vesting Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% | ||||||||
Market Stock Units | Vesting Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% | ||||||||
Market Stock Units | Vesting Tranche Four | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% | ||||||||
Market Stock Units | Vesting Tranche Five | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% | ||||||||
Market Stock Units | Vesting Tranche Six | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentages | 16.66% |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4,924 | $ 6,405 | $ 25,362 | $ 18,139 |
Operations and support | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,307 | 1,333 | 6,588 | 3,305 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,289 | 4,110 | 15,422 | 12,130 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 475 | 855 | 3,022 | 2,441 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ (147) | $ 107 | $ 330 | $ 263 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Fair Value Inputs for Options (Details) - Stock Options - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 25 days | |||
Expected volatility, minimum (as percent) | 51.20% | 50.40% | 50% | |
Expected volatility, maximum (as percent) | 51.20% | 55.40% | ||
Expected share-price volatility (as percent) | 50% | |||
Dividend yield (as percent) | 0% | 0% | 0% | 0% |
Risk-free interest rate, minimum | 4.39% | 3.50% | 1.79% | |
Risk-free interest rate, maximum | 4.40% | 4.40% | 2.93% | |
Risk-free interest rate (as percent) | 2.89% | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 1 month 24 days | 6 years 1 month 24 days | 4 years 1 month 2 days | |
Weighted-average grant-date fair value per share (in dollars per share) | $ 4 | $ 17.47 | $ 4 | $ 17.47 |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 1 month 28 days | 6 years 2 months 19 days | 6 years 25 days | |
Weighted-average grant-date fair value per share (in dollars per share) | $ 5.41 | $ 25.98 | $ 13.89 | $ 42.60 |
Net Loss per Common Share - Bas
Net Loss per Common Share - Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Numerator | |||||||||
Net loss | $ (64,276) | $ (45,327) | $ (86,431) | $ (73,689) | $ (45,666) | $ 10,963 | $ (196,034) | $ (108,392) | |
Denominator | |||||||||
Weighted average basic common shares outstanding (in shares) | 10,960,030 | 10,784,117 | 10,908,011 | 10,125,694 | |||||
Weighted average diluted common shares outstanding (in shares) | 10,960,030 | 10,784,117 | 10,908,011 | 10,125,694 | |||||
Net loss per common share, basic (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||
Net loss per common share, diluted (in dollars per share) | [1] | $ (5.86) | $ (6.83) | $ (17.97) | $ (10.70) | ||||
[1]Prior period balances have been adjusted to reflect the Reverse Stock Split (as defined in Note 1) at a ratio of 1-for-20 that became effective on September 20, 2023. See Note 1, Basis of Presentation, for details. |
Net Loss per Common Share - Ant
Net Loss per Common Share - Anti-Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 4,609,117 | 3,503,569 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 2,611,093 | 1,632,759 |
Common stock subject to repurchase or forfeiture | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 76,157 | 102,163 |
Outstanding RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 580,999 | 0 |
Outstanding MSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 377,825 | 724,998 |
Exchangeable shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents (in shares) | 963,043 | 1,043,649 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended | ||
Jul. 30, 2020 USD ($) | Sep. 30, 2023 USD ($) surety_provider | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||
Number of surety providers | surety_provider | 6 | ||
Amount outstanding | $ 196,398 | $ 172,950 | |
Loss contingency, estimated accrual liability, related to tax matters | 6,900 | 7,900 | |
Broad Street Investigation | |||
Loss Contingencies [Line Items] | |||
Damages sought by other parties | $ 3,900 | ||
Estimated accrual for potential losses | 3,600 | $ 5,800 | |
Surety Bond | |||
Loss Contingencies [Line Items] | |||
Aggregate principal amount | 54,600 | ||
Amount outstanding | $ 46,100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 376 | $ 416 | $ 639 | $ 564 |
Effective tax rate (as percent) | 0.59% | 0.57% | 0.33% | 0.52% |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Related Party Transactions [Abstract] | |
Related party transaction, amounts of transaction | $ 0 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 18, 2022 USD ($) $ / shares shares | Sep. 20, 2023 $ / shares | Jan. 17, 2022 $ / shares |
Business Acquisition [Line Items] | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Exchange rate | 1.4686 | ||
Extension of post-exchangeable shares period (in years) | 5 years | ||
New PIPE Investment Holders | |||
Business Acquisition [Line Items] | |||
Number of shares issued (in shares) | shares | 1,560,839 | ||
Aggregate purchase price | $ | $ 309.4 | ||
Common Stock | Legacy Sonder Common Stockholders | |||
Business Acquisition [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 7,027,202 | ||
Exchange rate | 1.4686 | ||
Common Stock | Legacy Sonder Stock Option Holders | |||
Business Acquisition [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 1,526,777 | ||
Exchange rate | 1.5444 | ||
Common Stock | Legacy Sonder | |||
Business Acquisition [Line Items] | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.000001 | ||
Special Voting Series AA Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Special Voting Series AA Common Stock | Legacy Sonder Special Voting Common Stockholders | |||
Business Acquisition [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 1,614,826 | ||
Exchange rate | 1.4686 | ||
Special Voting Series AA Common Stock | Legacy Sonder | |||
Business Acquisition [Line Items] | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.000001 |
Business Combination - Business
Business Combination - Business Combination, PIPE and Delayed Draw Notes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | $ 0 | $ 325,928 |
Less: transaction costs and advisory fees | (58,555) | |
Net proceeds from Business Combination and PIPE | 267,373 | |
Proceeds from Delayed Draw Notes, net of issuance costs | $ 0 | 159,225 |
Repayment of debt, not including payment of early termination fees | (24,680) | |
Net proceeds from Business Combination, PIPE, and Delayed Draw Notes | 401,918 | |
PIPE Financing | ||
Business Acquisition [Line Items] | ||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | 309,398 | |
GMII Trust | ||
Business Acquisition [Line Items] | ||
Cash - PIPE Financing and GMII trust and cash, net of redemptions | $ 16,530 |
Restructuring Activities (Detai
Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 01, 2023 | Jun. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, incurred cost | $ 4,000 | |||||
Restructuring and other charges | $ 0 | $ 0 | $ 2,130 | $ 4,033 | ||
Corporate Employees | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Percentage of expected number of positions eliminated | 14% | 21% | ||||
Frontline Employees | Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Percentage of expected number of positions eliminated | 7% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 14, 2023 | Nov. 13, 2023 | Dec. 31, 2022 |
2022 Loan and Security Agreement | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 60,000,000 | ||
Subsequent Event | Delayed Draw Notes | |||
Subsequent Event [Line Items] | |||
Repayment | $ 30,000,000 | ||
Early termination fees | 4,300,000 | ||
Subsequent Event | 2022 Loan and Security Agreement | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 45,000,000 | $ 60,000,000 |