SONDER HOLDINGS INC. Item 2.03 Creation of a Direct Financial Obligation. Draw-down Pursuant to Delayed Draw Note Purchase Agreement OnJanuary 19, 2022 (the "Draw Date"), the Company issued in a single draw (the "Draw") an aggregate of$165 million (100% of the Commitment) of delayed draw subordinated secured notes (the "Delayed Draw Notes"), pursuant to the Delayed Draw Note Purchase Agreement. The Company plans to use the proceeds of the Delayed Draw Notes for general corporate purposes. In connection with the Draw, the purchasers of Delayed Draw Notes also received detachable out-of-the-money warrants (the "Delayed Draw Warrants") to purchase an aggregate of 2,475,000 shares of the Company's Common Stock, each with an exercise price of$12.50 per share and an expiration date five years after the issuance date. 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. This description of the Delayed Draw Note Purchase Agreement and the Delayed Draw Warrants does not purport to be complete, and is qualified in its entirety by the full text of the Delayed Draw Note Purchase Agreement, which is attached hereto as Exhibit 10.26 and incorporated herein by reference, and the Form of Warrant Agreement, which is attached hereto as Exhibit 10.27 and incorporated herein by reference. Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing In connection with the Closing, the Company transferred the listing of its Common Stock and the Public Warrants from the Nasdaq Capital Market to the Nasdaq Global Select Market, and the Common Stock and Public Warrants began trading on the Nasdaq Global Select Market onJanuary 19, 2022 under the symbols "SOND" and "SONDW," respectively. OnJanuary 18, 2022 ,Nasdaq Stock Market LLC filed a Form 25 with theSEC in connection with the delisting of the Company's previously issued Public Units from the Nasdaq Capital Market. Item 3.02 Unregistered Sales ofEquity Securities .PIPE Investment On the Closing Date, the Company consummated thePIPE Investment . The description of thePIPE Investment under the section of this Current Report on Form 8-K titled "Introductory Note" is incorporated into this Item 3.02 by reference. Delayed Draw Warrants On the Draw Date, the Company issued the Delayed Draw Warrants. The description of the Delayed Draw Warrants under Item 2.03 is incorporated into this Item 3.02 by reference. The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company. Item 3.03 Material Modification to Rights of Security Holders. At the Special Meeting, Company stockholders considered and approved, among other things, the proposals set forth in the Proxy Statement in the sections titled " Proposal No. 3 -The Cha r ter Proposals " and " Proposal No. 4-The Governance Proposals " beginning on pages 455 and 457, respectively, and that information is incorporated herein by reference. The Company's Amended and Restated Certificate of Incorporation, which became effective upon filing with the Secretary of State of theState of Delaware onJanuary 18, 2022 , includes the amendments proposed by the Charter Proposals and the Governance Proposals. OnOctober 25, 2021 , the board of directors approved and adopted the amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective upon the consummation of the Business Combination. 18 -------------------------------------------------------------------------------- The description of the Company's Amended and Restated Certificate of Incorporation and the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of the holders of the Company's Common Stock are included in the Proxy Statement under the sections titled " Proposal No. 3 -The Charter Proposals , " " Proposal No. 4-The Governance Proposal s ", " Comparison of Stockholder Rights " and " Description of Securities " beginning on pages 455, 457, 414 and 400, respectively, and that information is incorporated herein by reference. Item 4.01 Changes in Registrant's Certifying Accountant. OnJanuary 24, 2022 , the audit committee of the Company's board of directors approved the dismissal ofKPMG LLP ("KPMG"), the independent registered public accounting firm of Gores Metropoulos II, Inc..KPMG was notified of their dismissal onJanuary 20, 2022 . The audit report ofKPMG on Gores Metropoulos II, Inc's financial statements as ofDecember 31, 2020 , and for the period fromJuly 21, 2020 (inception) throughDecember 31, 2020 , did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles. During the period fromJuly 21, 2020 (inception) throughDecember 31, 2021 , and the subsequent interim period throughJanuary 20, 2022 , there were no (1) disagreements withKPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction ofKPMG , would have causedKPMG to make a reference in connection with their opinion to the subject matter of the disagreement or (2) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except thatKPMG advised Gores Metropoulos II, Inc. of the following material weakness: internal control over financial reporting did not result in sufficient risk assessment of the underlying accounting for certain financial instruments. The Company providedKPMG with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested thatKPMG furnish a letter addressed to theSEC , which is attached to this Current Report on Form 8-K as Exhibit 16.1, stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. OnJanuary 24, 2022 , the audit committee of the Company's board of directors approved the appointment ofDeloitte and Touche ("Deloitte") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year endedDecember 31, 2022 . Deloitte served as independent registered public accounting firm of Legacy Sonder prior to the Business Combination. During the year endedDecember 31, 2020 and 2019 and the subsequent interim periods throughJanuary 18, 2022 , the Company did not consult with Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing of financial reporting issues, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above). Item 5.01 Changes in Control of Registrant. The disclosures set forth in the "Introductory Note" above and in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The disclosures set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled "Directors and Executive Officers," "Director Compensation" and "Executive Compensation" are incorporated herein by reference. Management Equity Incentive Plan As previously disclosed, at the Special Meeting onJanuary 14, 2022 , the stockholders of the Company considered and approved the Management Equity Incentive Plan (the "Management Equity Incentive Plan"). The Management Equity Incentive Plan was previously approved by the board of directors, subject to stockholder approval. The Management Equity Incentive Plan became effective upon the completion of the First Merger. A description of the Management Equity Incentive Plan is included in the Proxy Statement in the section titled " Proposal No. 5-The Management Equity Incentive Plan Proposal " beginning on page 461, and that information is incorporated herein by reference. The foregoing description of the Management Equity Incentive Plan does not purport to be complete and is qualified in its entirety by the full text of the Management Equity Incentive Plan, which is attached hereto as Exhibit 10.6 and incorporated herein by reference. 19 -------------------------------------------------------------------------------- 2021 Equity Incentive Plan As previously disclosed, at the Special Meeting, onJanuary 14, 2022 , the stockholders of the Company considered and approved the 2021 Equity Incentive Plan (the "Incentive Plan"). The Incentive Plan was previously approved by the board of directors, subject to stockholder approval. The Incentive Plan became effective upon the consummation of the Business Combination. A description of the Incentive Plan is included in the Proxy Statement in the section titled " Proposal No. 6-The Incentive Plan Proposal " beginning on page 466, and that information is incorporated herein by reference. The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by the full text of the Incentive Plan, which is attached hereto as Exhibit 10.8 and incorporated herein by reference. Employee Stock Purchase Plan As previously disclosed, at the Special Meeting, onJanuary 14, 2022 , the stockholders of the Company considered and approved the 2021 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan" or "ESPP"). The Employee Stock Purchase Plan was previously approved by the board of directors, subject to stockholder approval. The Employee Stock Purchase Plan became effective upon the consummation of the Business Combination. A description of the Employee Stock Purchase Plan is included in the Proxy Statement in the section titled " Proposal No. 7-The ESPP Proposal " beginning on page 475, and that information is incorporated herein by reference. The foregoing description of the Employee Stock Purchase Plan does not purport to be complete, and is qualified in its entirety by the full text of the Employee Stock Purchase Plan, which is attached hereto as Exhibit 10.15 and incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosure set forth in Item 3.03 of this Report is incorporated into this Item 5.03 by reference. Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Following the consummation of the Business Combination, onJanuary 18, 2022 , the board of directors approved and adopted a new Code of Business Conduct and Ethics (the "Code of Conduct"). The Code of Conduct applies to all of the Company's employees, executive officers and directors, as well as contractors, consultants and agents. The foregoing description of the Code of Conduct is qualified in its entirety by the full text of the Code of Conduct, which is available on the investor relations page of the Company's website. Item 5.06 Change in Shell Company Status. As a result of the Business Combination, the Company ceased to be a shell company upon the closing. A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement in the sections titled " Questions and Answers ," " The Business Combination " and " The Merger Agreement and Related Agreements " beginning on pages 12, 168 and 242, respectively, and that information is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. The consolidated financial statements of Legacy Sonder as of and for the years endedDecember 31, 2020 and 2019 and notes thereto are included in the Proxy Statement beginning on page F-63 and are incorporated herein by reference. The unaudited interim condensed consolidated financial statements of LegacySonder as of and for the three and nine months endedSeptember 20, 2021 are set forth in the Proxy Statement beginning on page F-32 and are incorporated herein by reference. (b) Pro forma financial information. The unaudited pro forma condensed combined financial information of the Company as of and for the nine months endedSeptember 30, 2021 and the year endedDecember 31, 2020 is set forth in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 20 --------------------------------------------------------------------------------
(c) Exhibits
Incorporated by Reference
Filed or
Exhibit Furnished
No. Exhibit Form File No. Exhibit No. Filing Date Herewith
2.1 Agreement and Plan of Merger, dated 8-K 001-39907 2.1 April 30, 2021
as of April 29, 2021, by and among
Gores Metropoulos II, Inc., Sunshine
Merger Sub I, Inc., Sunshine Merger
Sub II, LLC, and Sonder Holdings
Inc.
2.2 Amendment No. 1, dated as of 8-K 001-39907 2.1 October 28, 2021
October 27, 2021, by and among Gores
Metropoulos II, Inc., Sunshine Merger
Sub I, Inc., Sunshine Merger Sub II,
LLC, and Sonder Holdings Inc.
3.1 Amended and Restated Certificate of
Incorporation of Sonder
Holdings Inc. X
3.2 Amended and Restated Bylaws of
Sonder Holdings Inc. X
4.1 Specimen Stock Certificate of the
Company X
4.2 Specimen Warrant Certificate of the S-1 333-251663 4.3 December 23, 2020
Company
4.3 Warrant Agreement, dated as of 8-K 001-39907 4.1 January 25, 2021
January 22, 2021, by and among Gores
Metropoulos II, Inc., Computershare
Inc., and Computershare Trust
Company, N.A., as warrant agent
10.1 Form of Existing Subscription 8-K 001-39907 10.1 April 30, 2021
Agreement
10.2 Form of Amendment to Existing 8-K 001-39907 10.1 October 28, 2021
Subscription Agreement
10.3 Form of New Subscription 8-K 001-39907 10.2 October 28, 2021
Agreement
10.4 Amended and Restated Registration
Rights Agreement, by and among Sonder
Holdings Inc. (f/k/a Gores
Metropoulos II, Inc.), Gores
Metropoulos Sponsor II, LLC, the
Gores Holders and the Sonder
Holders X
10.5 Share Surrender Agreement 8-K 001-39907 10.3 October 28, 2021
10.6# Management Equity Incentive Plan S-4 333-257726 10.4 July 7, 2021
Form of Restricted Stock Unit
10.7# Agreement under Management Equity
Incentive Plan X
10.8# 2021 Equity Incentive Plan S-4/A 333-257726 10.8 December 13, 2021
Form of Option Agreement under 2021
10.9# Equity Incentive Plan X
Form of Restricted Stock Unit
Agreement under 2021 Equity Incentive
10.10# Plan X
10.11# Legacy Sonder 2019 Equity
Incentive Plan X
Form of Option Agreement under
10.12# Legacy Sonder 2019 Equity Incentive
Plan X
10.13# Legacy Sonder Stock Option Plan X
10.14# Key Executive Change in Control and S-4/A 333-257726 10.7 October 18, 2021
Severance Plan and related forms of
agreement
10.15# 2021 Employee Stock Purchase Plan S-4/A 333-257726 10.9 November 26, 2021
10.16 Industrial Gross Lease for 101 15th S-4 333-257726 10.8 July 7, 2021
Street (Sonder San Francisco HQ),
dated as of March 22, 2018, by and
between Thomas F. Murphy and Martina
Murphy as settlors and trustees of
the Murphy Trust UDT dated October 3,
2003, and Sonder USA Inc.
10.17 First Amendment to Lease for 101 S-4 333-257726 10.9 July 7, 2021
15th Street (Sonder San Francisco
HQ), dated as of December 3, 2019, by
and between Thomas F. Murphy and
Martina Murphy as settlors and
trustees of the Murphy Trust UDT
dated October 3, 2003, and Sonder USA
Inc.
21
--------------------------------------------------------------------------------
Incorporated by Reference
Filed or
Exhibit Furnished
No. Exhibit Form File No. Exhibit No. Filing Date Herewith
10.18# Offer Letter from S onder Holdings S-4/A 333-257726 10.10 September 17, 2021
Inc. to Sanjay Banker, dated September
14, 2021
10.19# Offer Letter from Sonder Holdings S-4/A 333-257726 10.11 September 17, 2021
Inc. to Francis Davidson, dated
September 14, 2021.
10.20# Offer Letter from Sonder Holdings S-4/A 333-257726 10.12 September 17, 2021
Inc. to Satyen Pandya, dated
September 14, 2021.
10.21# Employment Agreement by and between
Sonder USA Inc. and Philip Rothenberg,
effective as of November
5 , 20 18 . X
10.22# Offer Letter from Sonder
Holdings, Inc. to Ritesh Patel X
10.23# Employment Agreement by and between
Sonder USA Inc. and Martin Picard X
10.24 Form of Voting and Support Agreement, S-4 333-257726 10.13 July 7, 2021
dated April 29, 2021, by and among
Gores Metropoulos II, Inc., Sunshine
Merger Sub I, Inc., Sunshine Merger Sub
II, LLC, and the stockholder party
thereto .
10.25 O utside Director Compensation
Policy X
10.26 Note and Warrant Purchase Agreement, S-4/A 333-257726 10.17 December 13, 2021
dated December 10, 2021, by and among
Sonder Holdings Inc., BlackRock
Financial Management, Inc. - Fixed
Income Group, on behalf of funds and
accounts under management and Senator
Investment Group LP.
10.27 Form of Warrant Agreement by and S-4/A 333-257726 10.18 December 13, 2021
among Sonder Holdings Inc.,
Computershare Inc., and Computershare
Trust Company, N.A .
10.28 Form of Indemnification Agreement X
16.1 Letter to the Securities and Exchange
Commission from KPMG LLP dated January
24 , 2022 X
21.1 Sonder Holdings Inc. Subsidiaries X
99.1 Unaudited pro forma condensed
combined financial statements for the
Company as of and for the nine months
ended September 30, 2021 and the
year ended December 31, 2020 X
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).
____________
# Indicates management contract or compensatory plan or arrangement.
22
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