Filing Details
- Accession Number:
- 0001193125-22-037091
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Gm Sponsor Ii, Llc
- Company:
- Sonder Holdings Inc.
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GM Sponsor II | 0 | 11,175,000 | 0 | 11,175,000 | 11,175,000 | 19.9% |
| Gores PIPE | 0 | 0 | 0 | 0 | 0 | 0% |
| AEG Holdings | 0 | 11,175,000 | 0 | 11,175,000 | 11,175,000 | 19.9% |
| Alec Gores | 0 | 11,175,000 | 11,175,000 | 11,175,000 | 19.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Sonder Holdings Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
382873107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 382873107 |
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GM Sponsor II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,175,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,175,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,175,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | As of December 31, 2021, GM Sponsor II, LLC (GM) beneficially owned 11,175,000 shares of Class F Common Stock, par value $0.0001 per share (Class F Common Stock) of Gores Metropoulos II, Inc (the Issuer). Such shares of Class F Common Stock were held directly by Gores Metropoulos Sponsor II, LLC (the Sponsor), of which GM was a managing member. On January 11, 2022, the Sponsor distributed 9,897,715 shares of Class F Common Stock to its members, including GM. On January 18, 2022, the Issuer completed its business combination (the Business Combination) with Sonder Holdings Inc. and was renamed Sonder Holdings Inc. In connection with the Business Combination, (i) the Sponsor forfeited the remaining 1,277,285 shares of Class F Common Stock owned directly thereby, (ii) each outstanding share of Class F Common Stock was automatically converted into one share of Class A Common Stock, par value $0.0001 per share (Class A Common Stock) and (iii) the Issuers outstanding warrants to purchase shares of Class A Common Stock became exercisable beginning 30 days thereafter. As of the date of this Statement on Schedule 13G, GM directly owns 9,471,554 shares of Class A Common Stock and 2,750,000 warrants to purchase shares of Class A Common Stock. |
| (2) | Based upon 45,000,000 shares of Class A Common Stock outstanding as of November 15, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission (the SEC) on November 15, 2021. As of the date of this Statement on Schedule 13G, GM beneficially owns 5.6% of the outstanding shares of Class A Common Stock, based upon 216,686,426 shares of Class A Common Stock outstanding as of January 18, 2022, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 24, 2022. |
Page 2 of 10
| CUSIP No. 382873107 |
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Gores PIPE, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | As of December 31, 2021, Gores PIPE, LLC (Gores PIPE) did not beneficially own any securities of the Issuer. On January 18, 2022, Gores PIPE purchased 7,809,624 shares of Class A Common Stock in the private placement in connection with the closing of the Business Combination. |
Page 3 of 10
| CUSIP No. 382873107 |
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,175,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,175,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,175,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | As of December 31, 2021, AEG Holdings, LLC (AEG) beneficially owned 11,175,000 shares of Class F Common Stock of the Issuer. Such shares of Class F Common Stock were held directly by the Sponsor, of which GM was a managing member and, in turn, AEG is the managing member of GM. On January 11, 2022, the Sponsor distributed 9,897,715 shares of Class F Common Stock to its members, including GM. On January 18, 2022, the Issuer completed the Business Combination. In connection with the Business Combination, (i) the Sponsor forfeited the remaining 1,277,285 shares of Class F Common Stock owned directly thereby, (ii) each outstanding share of Class F Common Stock was automatically converted into one share of Class A Common Stock and (iii) the Issuers outstanding warrants to purchase shares of Class A Common Stock became exercisable beginning 30 days thereafter. As of the date of this Statement on Schedule 13G, GM directly owns 9,471,554 shares of Class A Common Stock and 2,750,000 warrants to purchase shares of Class A Common Stock. On January 18, 2022, Gores PIPE purchased 7,809,624 shares of Class A Common Stock in the private placement in connection with the closing of the Business Combination. AEG is the managing member of Gores PIPE. Accordingly, as of the date of this Statement on Schedule 13G, AEG beneficially owns 20,031,178 shares of Class A Common Stock, consisting of the shares of Class A Common Stock and warrants owned directly by GM and Gores PIPE. |
| (2) | Based upon 45,000,000 shares of Class A Common Stock outstanding as of November 15, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021. As of the date of this Statement on Schedule 13G, AEG beneficially owns 9.1% of the outstanding shares of Class A Common Stock, based upon 216,686,426 shares of Class A Common Stock outstanding as of January 18, 2022, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 24, 2022. |
Page 4 of 10
| CUSIP No. 382873107 |
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,175,000 (1) | |||||
| 7 |
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,175,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,175,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | As of December 31, 2021, Alec Gores beneficially owned 11,175,000 shares of Class F Common Stock of the Issuer. Such shares of Class F Common Stock were held directly by the Sponsor, of which GM was a managing member and, in turn, AEG is the managing member of GM and Mr. Gores is the managing member of AEG. On January 11, 2022, the Sponsor distributed 9,897,715 shares of Class F Common Stock to its members, including GM. On January 18, 2022, the Issuer completed the Business Combination. In connection with the Business Combination, (i) the Sponsor forfeited the remaining 1,277,285 shares of Class F Common Stock owned directly thereby, (ii) each outstanding share of Class F Common Stock was automatically converted into one share of Class A Common Stock and (iii) the Issuers outstanding warrants to purchase shares of Class A Common Stock became exercisable beginning 30 days thereafter. As of the date of this Statement on Schedule 13G, GM directly owns 9,471,554 shares of Class A Common Stock and 2,750,000 warrants to purchase shares of Class A Common Stock. On January 18, 2022, Gores PIPE purchased 7,809,624 shares of Class A Common Stock in the private placement in connection with the closing of the Business Combination. AEG is the managing member of Gores PIPE. Accordingly, as of the date of this Statement on Schedule 13G, Mr. Gores beneficially owns 20,031,178 shares of Class A Common Stock, consisting of the shares of Class A Common Stock and warrants owned directly by GM and Gores PIPE. |
| (2) | Based upon 45,000,000 shares of Class A Common Stock outstanding as of November 15, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021. As of the date of this Statement on Schedule 13G, Mr. Gores beneficially owns 9.1% of the outstanding shares of Class A Common Stock, based upon 216,686,426 shares of Class A Common Stock outstanding as of January 18, 2022, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 24, 2022. |
Page 5 of 10
| CUSIP No. 382873107 |
| Item 1. | (a) Name of Issuer |
Sonder Holdings Inc. (the Issuer)
(b) Address of Issuers Principal Executive Offices
101 15th Street, San Francisco, California 94103
| Item 2. | (a) Name of Person Filing |
The information required by this Item is set forth in Appendix 1 attached hereto and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) GM Sponsor II, LLC (GM), (ii) Gores PIPE, LLC (Gores PIPE), (iii) AEG Holdings, LLC (AEG), the managing member of each of GM and Gores PIPE and (iv) Alec Gores, the managing member of AEG (Mr. Gores and, collectively, the Reporting Persons).
(b) Address of Principal Business Office or, if none, Residence
The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
(c) Citizenship
The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
(d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share, of the Issuer (Class A Common Stock).
(e) CUSIP Number
382873107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
As of December 31, 2021, each of GM, AEG and Alec Gores had shared voting and shared dispositive power with respect to 11,175,000 shares of Class A Common Stock, par value $0.0001 per share (Class A Common Stock), issuable upon conversion of shares of Class F Common Stock, par value $0.0001 per share (Class F Common Stock) of the Issuer held directly by Gores Metropoulos Sponsor II, LLC (the Sponsor). On January 11, 2022, the Sponsor distributed 9,897,715 shares of Class F Common Stock to its members, including GM. On January 18, 2022, the Issuer completed its business combination (the Business Combination) with Sonder Holdings Inc. and was renamed Sonder Holdings Inc. In connection with the Business Combination, (i) the Sponsor forfeited the remaining 1,277,285 shares of Class F Common Stock owned directly thereby, (ii) each outstanding share of Class F Common Stock was automatically converted into one share of Class A Common Stock and (iii) the Issuers outstanding warrants to purchase shares of Class A Common Stock became exercisable beginning 30 days thereafter. As of the date of this Statement on Schedule 13G, GM directly owns 9,471,554 shares of Class A Common Stock and 2,750,000 warrants to purchase shares of Class A Common Stock. On January 18, 2022, Gores PIPE purchased 7,809,624 shares of Class A Common Stock in the private placement in connection with the closing of the Business Combination. Accordingly, as of the date of this Statement on Schedule 13G, each of AEG and Alec Gores beneficially owns 20,031,178 shares of Class A Common Stock, consisting of the shares of Class A Common Stock and warrants owned directly by GM and Gores PIPE.
Page 6 of 10
| CUSIP No. 382873107 |
The following sets forth the beneficial ownership of the Class A Common Stock by each of the Reporting Persons as of December 31, 2021:
(a) Amount beneficially owned:
| (i) | GM was the beneficial owner of 11,175,000 shares of Class A Common Stock. |
| (ii) | Gores PIPE was the beneficial owner of 0 shares of Class A Common Stock. |
| (iii) | AEG was the beneficial owner of 11,175,000 shares of Class A Common Stock. |
| (iv) | Mr. Gores was the beneficial owner of 11,175,000 shares of Class A Common Stock. |
(b) Percent of class:
| (i) | 19.9% for GM |
| (ii) | 0% for Gores PIPE |
| (iii) | 19.9% for AEG; and |
| (iv) | 19.9% for Mr. Gores. |
The beneficial ownership of shares set forth above and in subpart (c) below are as of December 31, 2021 and do not reflect the subsequent transactions described in the initial paragraph of this Item 4 above. The percentages set forth above are based upon 45,000,000 shares of Class A Common Stock outstanding as of November 15, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 15, 2021. As of the date of this Statement on Schedule 13G, each of GM, Gores PIPE, AEG and Mr. Gores beneficially owns 5.6%, 3.6%, 9.1% and 9.1%, respectively, of the outstanding shares of Class A Common Stock, based upon 216,686,426 shares of Class A Common Stock outstanding as of January 18, 2022, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 24, 2022.
(c) Number of shares as to which the person has:
| (i) | sole power to vote or to direct the vote of: |
0 shares for GM;
0 shares for Gores PIPE;
0 shares for AEG; and
0 shares for Mr. Gores.
| (ii) | shared power to vote or to direct the vote of: |
11,175,000 shares for GM;
0 shares for Gores PIPE;
11,175,000 shares for AEG; and
11,175,000 shares for Mr. Gores.
Page 7 of 10
| CUSIP No. 382873107 |
| (iii) | sole power to dispose or to direct the disposition of: |
0 shares for GM;
0 shares for Gores PIPE;
0 shares for AEG; and
0 shares for Mr. Gores.
| (iv) | shared power to dispose or to direct the disposition of: |
11,175,000 shares for GM;
0 shares for Gores PIPE;
11,175,000 shares for AEG; and
11,175,000 shares for Mr. Gores.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 8 of 10
| CUSIP No. 382873107 |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| GM SPONSOR II, LLC | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | President | |||
| GORES PIPE, LLC | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | President | |||
| AEG HOLDINGS, LLC | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | Managing Member | |||
| ALEC GORES |
| /s/ Alec Gores |
| Alec Gores |
Page 9 of 10
Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(b) AND (c):
| NAME OF PERSON FILING | PRINCIPAL BUSINESS OFFICE ADDRESS | PLACE OF ORGANIZATION | ||
| GM Sponsor II, LLC | 6260 Lookout Road | Delaware limited liability company | ||
| Boulder CO, 80301 | ||||
| Gores PIPE, LLC | 6260 Lookout Road | Delaware limited liability company | ||
| Boulder, CO 80301 | ||||
| AEG Holdings, LLC | 6260 Lookout Road | Delaware limited liability company | ||
| Boulder, CO 80301 | ||||
| Alec Gores | c/o AEG Holdings, LLC | United States citizen | ||
| 6260 Lookout Road | ||||
| Boulder, CO 80301 | ||||
Page 10 of 10