Item 8.01 Other Events.
On November 9, 2021, Sonder Holdings Inc. ("Sonder") released a press release
announcing Sonder's financial results for the three months ended September 30,
2021. A copy of the press release is attached hereto as Exhibit 99.1 and a copy
of Sonder's third quarter 2021 summary results are attached hereto as Exhibit
99.2. Both the press release and third quarter 2021 summary results are
incorporated by reference herein.
Attached as Exhibit 99.3 and incorporated by reference herein is the investor
presentation, dated November 9, 2021 that will be used by Gores Metropoulos II,
Inc. (the "Company") and Sonder with respect to Sonder's business combination
with the Company (the "Business Combination").
Additional Information about the Transactions and Where to Find It
Additional information about the proposed Business Combination among Sonder, the
Company and certain subsidiaries of the Company, including a copy of Amendment
No. 1 to the Merger Agreement provided in a Current Report on Form 8-K filed by
the Company with the SEC on October 28, 2021 and a copy of the Merger Agreement
provided in a Current Report on Form 8-K filed by the Company with the SEC on
April 30, 2021, which are available at www.sec.gov. In connection with the
proposed Business Combination, the Company filed a registration statement on
Form S-4 (the "Registration Statement") that includes a preliminary proxy
statement, prospectus and consent solicitation statement with respect to the
Company's securities to be issued in connection with the proposed Business
Combination. The Registration Statement is not yet effective. The Registration
Statement, including the proxy statement/prospectus/consent solicitation
statement contained therein, when it is declared effective by the SEC, will
contain important information about the proposed Business Combination and the
other matters to be voted upon at a meeting of the Company's stockholders to be
held to approve the proposed Business Combination and other matters (the
"Special Meeting") and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters. The Company may also
file other documents regarding the proposed Business Combination with the SEC.
Company stockholders and other interested persons are advised to read, when
available, the Registration Statement and the proxy statement/prospectus/consent
solicitation statement, as well as any amendments or supplements thereto,
because they will contain important information about the proposed Business
Combination.
When available, the definitive proxy statement/prospectus/consent solicitation
statement will be mailed to Company stockholders as of a record date to be
established for voting on the proposed Business Combination and the other
matters to be voted upon at the Special Meeting. Investors and securityholders
will also be able to obtain copies of the definitive proxy
statement/prospectus/consent solicitation statement and all other relevant
documents filed or that will be filed with the SEC without charge, once
available, at the SEC's website at www.sec.gov or by directing a request to:
6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by
contacting Morrow Sodali LLC, the Company's proxy solicitor, for help, toll-free
at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
The Company, Sonder and their respective directors and officers may be deemed
participants in the solicitation of proxies of Company stockholders in
connection with the proposed Business Combination. Company stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed Business Combination by reading the Company's
registration statement on Form S-1 (File No. 333-251663), which was declared
effective by the SEC on January 19, 2021, and the proxy
statement/prospectus/consent solicitation statement regarding the proposed
Business Combination. You may obtain free copies of these documents as described
in the preceding paragraph.
Forward Looking Statements
This Current Report may contain a number of "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements about Sonder's forecasted
revenue growth and cash flow (including Sonder's outlook for Total Revenue and
Adjusted EBITDA for the year ended December 31, 2021), Sonder's forecasted
growth in units (including Sonder's forecast
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for growth in Total Portfolio for the year ended December 31, 2021), information
concerning the Company's or Sonder's possible or assumed future financial or
operating results and metrics, business strategies, debt levels, competitive
position, industry environment, potential growth opportunities, future
operations, products and services, planned openings, expected unit contractings
and the effects of regulation, including whether the proposed Business
Combination will generate returns for stockholders. These forward-looking
statements are based on the Company's or Sonder's management's current
expectations, estimates, projections and beliefs, as well as a number of
assumptions concerning future events. When used in this Current Report, the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or Sonder's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement (as amended by that certain Amendment No. 1 to Agreement and Plan of
Merger, dated October 27, 2021 ("Amendment No. 1")) and the proposed Business
Combination contemplated thereby; (b) the inability to complete the proposed
Business Combination due to the failure to obtain approval of the stockholders
of the Company or other conditions to closing in the Merger Agreement (as
amended by Amendment No. 1); (c) the ability to meet Nasdaq's listing standards
following the consummation of the proposed Business Combination; (d) the
inability to complete the private placement transactions in connection with the
business combination as described in the Registration Statement; (e) the risk
that the proposed Business Combination disrupts current plans and operations of
Sonder or its subsidiaries as a result of the announcement and consummation of
the transactions described herein; (f) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (g) costs related to the proposed
Business Combination; (h) changes in applicable laws or regulations, including
legal or regulatory developments (such as the SEC's statement on accounting and
reporting considerations for warrants in special purpose acquisition companies);
(i) the possibility that Sonder may be adversely affected by other economic,
business and/or competitive factors; (j) risks related to the impact of the
COVID-19 pandemic, including the Delta variant and potential governmental and
other restrictions (including travel restrictions) resulting therefrom; (k) the
inability of Sonder to enter into a definitive delayed draw note purchase
agreement; and (l) other risks and uncertainties described in the final proxy
statement/prospectus/consent solicitation statement, including those under the
heading "Risk Factors" therein, and other documents filed by the Company from
time to time with the SEC. You are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date made. Except as
required by law, neither the Company nor Sonder undertakes any obligation to
update or revise its forward-looking statements to reflect events or
circumstances after the date of this report. Additional risks and uncertainties
are identified and discussed in the Company's reports filed and to be filed with
the SEC and available at the SEC's website at www.sec.gov.
Disclaimer
This Current Report relates to a proposed Business Combination between the
Company and Sonder. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
99.1 Press Release issued by Sonder Holdings Inc. on November 9, 2021.
99.2 Third Quarter 2021 Summary Results of Sonder Holdings Inc., dated
November 9, 2021.
99.3 Investor Presentation of Sonder Holdings Inc., dated November 9,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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