Sonder Holdings Inc.

The build is stated: $1,901,603,000 divided by $10.00, plus 14,500,000 shares of contingent consideration, plus 9,560,993 shares issuable on gross exercise of Rollover Options. That consideration base is lower than the prior amendment's, and the Special Voting line is now priced on a stated book value of $0.0001 per share, a higher basis than before. Sonder securityholders are expected to hold approximately 68.6% of the post-combination company. On October 25, 2021 Sonder signed a non-binding term sheet with certain PIPE Investors for $220 million of delayed draw subordinated secured notes.

The build is stated and it reconciles: $2,176,603,000 divided by $10.00, plus 14,500,000 shares issuable as contingent consideration under the merger agreement. The contingent tranche is therefore inside the registered ceiling, and the closing issuance is the smaller part of it. The Special Voting Common Stock is a separate class of 37,193,625 shares carrying a $37.19 aggregate offering price and no fee — a par-value formality that nonetheless creates a second class of stock in the combined company.

The share count is derived from a fixed dollar valuation rather than a market price: $2,176,603,000 divided by $10.00, plus 14,500,000 shares that may be issued as contingent consideration under the merger agreement. The $10.00 is the agreement's own divisor. The separate class of 37,193,625 Special Voting Common Stock is registered at an aggregate of $37.19 — effectively nothing — and goes to holders of existing Sonder Special Voting Common Stock rather than being sold.

The common stock count is arithmetic the filing performs itself: $2,176,603,000 divided by $10.00, plus 14,500,000 shares that may be issued as contingent consideration. The Special Voting line is a different animal — 22,017,113 shares of existing Sonder Special Voting Common Stock multiplied by an Estimated Exchange Rate of 1.68930507853591 — registered at an aggregate of $39.05, so it costs nothing in fee while carrying voting rights. Both classes have a par value of $0.000001 per share.

The share count is built from a dollar figure divided by a contractual price: $2,176,603,000 divided by $10.00, plus 14,500,000 shares that may be issued as contingent consideration under the merger agreement. The contingent shares therefore sit inside the registered ceiling rather than on top of it, and the headline count overstates what is issued at closing. The Special Voting Common Stock is registered as a separate class of 39,053,307 shares at an aggregate $39.05, a par-value formality that attracts no fee.

What changed: Sonder Holdings Inc., the successor to Gores Metropoulos II, called its annual meeting for Thursday, November 6, 2025 at 11:00 a.m. Eastern Time as a completely virtual meeting, record date September 8, 2025. On that date there were 13,308,481 shares of common stock outstanding, including 550,938 shares of special voting common stock, plus 59,690,000 shares of Series A Preferred Stock entitled to vote after beneficial ownership limitations. Why it matters: Series A Preferred of 59,690,000 shares votes alongside just 13,308,481 common shares, so preferred investors hold roughly four times the common's voting power - control has already passed out of the public float. The Rule 5635(b) reference is the change-of-control rule, meaning the warrant issuances could shift control further. A share increase amendment on the same ballot supplies the authorised capital to complete that shift.