Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 3, 2023

SONDER HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39907	85-2097088
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 E 84th Ave., Suite A-10
Thornton, Colorado		80229
(Address of principal executive offices)		(Zip Code)

(617) 300-0956

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)


☐			Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))


☐			Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

SOND

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share

SONDW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 3, 2023, Sonder Holdings Inc. (the “Company”) announced the appointment of Adam K. Bowen as Chief Accounting Officer, effective October 9, 2023. Prior to Mr. Bowen’s appointment, the Company’s Chief Financial Officer, Dominique Bourgault, had performed the function of chief accounting officer.

Mr. Bowen, 41, joins the Company from BlueLinx Holdings Inc., a wholesale distributor of residential and commercial building products, where he served as the Vice President & Chief Accounting Officer from March 2022 to August 2023 and where he was responsible for the company’s record to report functions including consolidations and financial reporting, SEC reporting, corporate tax, financial systems, internal controls, and enterprise risk management. Prior to service as Vice President & Chief Accounting Officer, Mr. Bowen held roles of increasing responsibility at BlueLinx, including Senior Director of Accounting & Corporate Controller from January 2021 to March 2022, Director of Accounting & Corporate Controller from May 2020 to January 2021, and Director of Internal Audit & Enterprise Risk Management from April 2019 to May 2020. Prior to BlueLinx, from June 2015 to March 2019, Mr. Bowen served in various internal audit roles of increasing responsibility with Abbott Laboratories, and its acquired subsidiary, Alere, Inc. Mr. Bowen has held various accounting roles both in-house and in private practice from 2005 to 2015 including at KPMG LLP and Southern Company. Mr. Bowen also currently serves as an Adjunct Instructor of Accounting at Kennesaw State University.

In connection with Mr. Bowen’s appointment as Chief Accounting Officer, the Compensation Committee of the Company’s Board of Directors will grant Mr. Bowen a one-time equity award of 45,000 stock options covering shares of Company common stock, which will vest 25% on the one-year anniversary of the applicable vesting commencement date and then in equal monthly installments thereafter over the next three years, subject to Mr. Bowen’s continued employment with the Company on the applicable vesting dates. Mr. Bowen’s annual base salary is $375,000. Mr. Bowen will participate in the Company’s 2023 Key Executive Change in Control and Severance Plan.

There are no arrangements or understandings between Mr. Bowen and any other persons pursuant to which Mr. Bowen was selected to become Chief Accounting Officer, nor are there any family relationships between Mr. Bowen and any of the Company’s directors or other executive officers subject to disclosure under Item 401(d) of Regulation S-K. Neither Mr. Bowen nor any related person of Mr. Bowen has a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On October 3, 2023, the Company issued a press release announcing the appointment of Mr. Bowen. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
99.1						Press Release Dated October 3 , 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Sonder Holdings Inc.

Date: October 3, 2023	By:	/s/ Dominique Bourgault
	Name:	Dominique Bourgault
	Title:	Chief Financial Officer

Exhibit 99.1

Sonder Holdings Inc. Appoints Adam K. Bowen as Chief Accounting Officer

THORNTON, Colo. – October 3, 2023 – Sonder Holdings Inc. (NASDAQ: SOND), a leading next-generation hospitality company that is redefining the guest experience through technology and design, announced today the appointment of Adam K. Bowen as Chief Accounting Officer, effective October 9, 2023.

Bowen has over 18 years of experience, most recently serving as Vice President & Chief Accounting Officer for BlueLinx Holdings Inc., where he was responsible for the company’s record to report functions including consolidations and financial reporting, SEC reporting, corporate tax, financial systems, internal controls, and enterprise risk management. Bowen has also served at companies including Abbott Laboratories, KPMG LLP, and Southern Company, and is an Adjunct Instructor of Accounting at Kennesaw State University.

“I’m thrilled to welcome Adam to Sonder, where he will oversee all accounting functions, including financial reporting and controls, as well as taxation. His deep domain expertise in accounting practice and public companies, as well as his proven leadership experience will be valuable assets as we continue executing on our plan to achieve sustainable cash flow positivity as soon as possible,” said Dominique Bourgault, Chief Financial Officer at Sonder.

"Sonder is a very exciting business and I’m delighted to be joining the company during this important phase of its journey,” said Bowen, Sonder’s incoming Chief Accounting Officer. “Sonder’s focus on innovation, technology, and design is revolutionizing hospitality in markets around the world. I’m looking forward to working with Dom and the entire Sonder team in continuing the important work of building world-class accounting functions.”

Sonder continues to strengthen its leadership team, having recently announced the appointments of Katherine Potter as General Counsel and Chad Fletcher as Vice President of Sales. Additionally, Sonder recently announced the appointment of seasoned hospitality executives Tom Buoy and Simon Turner to its Board of Directors.

About Sonder

Sonder (NASDAQ: SOND) is revolutionizing hospitality through innovative, tech-enabled service and inspiring, thoughtfully designed accommodations combined into one seamless experience. Launched in 2014, Sonder provides a variety of accommodation options — from spacious rooms to fully-equipped suites and apartments — found in over 40 markets spanning ten countries and three continents. The Sonder app gives guests full control over their stay. Complete with self-service features, simple check-in and 24/7 on-the-ground support, amenities and services at Sonder are just a tap away, making a world of better stays open to all.

To learn more, visit www.sonder.com or follow Sonder on X (Twitter), Instagram or Linkedin.

Download the Sonder app on Apple or Google Play.

Contacts

Media:

press@sonder.com

Investor:

ir@sonder.com

Cover	Oct. 03, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 03, 2023
Entity Registrant Name	SONDER HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39907
Entity Tax Identification Number	85-2097088
Entity Address, Address Line One	500 E 84th Ave., Suite A-10
Entity Address, City or Town	Thornton
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80229
City Area Code	617
Local Phone Number	300-0956
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001819395
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
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share
Trading Symbol	SONDW
Security Exchange Name	NASDAQ