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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-K/A
(Amendment No. 1)
___________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 001-39907
___________________________________
SONDER HOLDINGS INC.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware85-2097088
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
447 Sutter St., Suite 405 #542
San Francisco, California
94108
(Address of Principal Executive Offices)
(Zip Code)
(617) 300-0956
Registrant's telephone number, including area code
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per share
SOND
The Nasdaq Stock Market LLC
Warrants, each 20 warrants 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
Emerging growth company
x
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. x

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of voting and non-voting common equity of the registrant held by non-affiliates as of June 30, 2024 was $48.5 million. The registrant had outstanding 13,308,481 shares of common stock as of July 7, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
None.

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EXPLANATORY NOTE

On July 23, 2025, Sonder Holdings Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Original Form 10-K”).

This Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend Item 15(a)(3) and Exhibit 23.1 to include an updated consent of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to include references to certain registration statements of the Company which were inadvertently omitted from the original consent filed.

This Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Amendment does not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. This Amendment does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.

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PART IV
Item 15.    Exhibits and Financial Statement Schedules

(a) Exhibits: The exhibits listed in the accompanying index to the exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
2.18-K001-399072.1April 30, 2021
2.28-K001-399072.1October 28, 2021
3.18-K001-399073.1January 24, 2022
3.2
8-K
001-39907
3.1
September 19, 2023
3.38-K001-399073.1October 1, 2024
3.48-K001-399073.1December 30, 2024
3.58-K001-399073.1June 11, 2025
3.6
8-K
001-39907
3.1
August 19, 2024
3.78-K001-399073.1April 14, 2025
3.88-K001-399073.1November 30, 2022

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
4.18-K001-399074.1January 24, 2022
4.2S-1333-2516634.3December 23, 2020
4.38-K001-399074.1January 25, 2021
4.4S-1333-2624384.4January 31, 2022
4.58-K001-3990710.3June 11, 2024
4.68-K001-399074.1December 30, 2024
4.7*8-K001-399074.1April 14, 2025
4.810-K001-399074.8July 23, 2025
10.18-K001-3990710.1April 30, 2021
10.28-K001-3990710.1October 28, 2021
10.38-K001-3990710.2October 28, 2021
10.48-K001-3990710.4January 24, 2022
10.5#
S-4333-25772610.4July 7, 2021

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
10.6#
8-K001-3990710.7January 24, 2022
10.7#
S-4/A333-25772610.8December 13, 2021
10.8#8-K001-3990710.1December 30, 2024
10.8#
8-K001-3990710.9January 24, 2022
10.9#
8-K001-3990710.10January 24, 2022
10.10#*10-K001-3990710.10July 23, 2025
10.11#8-K001-3990710.11January 24, 2022
10.12#8-K001-3990710.12January 24, 2022
10.13#8-K001-3990710.13January 24, 2022
10.14#8-K001-3990710.1January 24, 2023
10.15#8-K001-3990710.1August 24, 2023
10.16#8-K001-3990710.2January 24, 2023
10.17#8-K001-3990710.3January 24, 2023
10.18#S-4/A333-25772610.7October 18, 2021
10.19#8-K001-3990710.1
September 12, 2023
10.20#S-4/A333-25772610.9November 26, 2021
10.21#S-4/A333-25772610.11September 17, 2021

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
10.22#
10-Q
001-39907
10.1
May 10, 2023
10.23#8-K001-3990710.23January 24, 2022
10.24#10-K001-3990710.24July 23, 2025
10.25#10-K001-3990710.25July 23, 2025
10.26#10-K001-3990710.26July 23, 2025
10.27#8-K001-3990710.28January 24, 2022
10.28S-4/A333-25772610.17December 13, 2021
10.29
10-K
001-39907
10.29
March 16, 2023
10.30
8-K
001-39907
10.2
November 9, 2023

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
10.318-K001-3990710.1June 11, 2024
10.328-K001-3990710.1July 15, 2024
10.338-K001-3990710.1August 19, 2024
10.348-K001-3990710.3April 14, 2025
10.35
10-K
001-39907
10.30
March 16, 2023

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
10.36
8-K
001-39907
10.1
May 3, 2023
10.37
8-K
001-39907
10.1
November 9, 2023
10.388-K001-3990710.2June 11, 2024
10.398-K001-3990710.2July 15, 2024
10.408-K001-3990710.2August 19, 2024

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
10.4110-K001-3990710.32September 26, 2024
10.428-K001-3990710.3October 29, 2024
10.43*8-K001-3990710.4April 14, 2025
10.4410-Q001-3990710.1August 19, 2024
10.45*8-K001-3990710.1April 14, 2025
10.468-K001-3990710.2April 14, 2025
10.47*8-K001-3990710.1October 29, 2024
10.488-K001-3990710.2October 29, 2024
10.49*+8-K001-3990710.5August 19, 2024
19.110-K001-3990719.1July 23, 2025
21.110-K001-3990721.1July 23, 2025
23.1X

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
31.110-K001-3990731.1July 23, 2025
31.210-K001-3990731.2July 23, 2025
31.3X
31.4X
32.1**10-K001-3990732.1July 23, 2025
32.2**10-K001-3990732.2July 23, 2025
97.1
10-K001-3990797.1September 27, 2024
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document

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Incorporated by Reference
Exhibit No.ExhibitFormFile No. Exhibit No.Filing DateFiled or Furnished Herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_____________
#    Indicates management contract or compensatory plan or arrangement.
*    Certain information in the exhibits of schedules this agreement have been omitted pursuant to Item 601 of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.
**     This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
+    Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by “[**]”.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:/s/ Michael Hughes
Name:Michael Hughes
Title:Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Janice SearsInterim Chief Executive Officer and Director
(Principal Executive Officer)		August 5, 2025
Janice Sears
/s/ Michael Hughes
Chief Financial Officer
(Principal Financial Officer)
August 5, 2025
Michael Hughes
/s/ Rahul ThumatiInterim Chief Accounting Officer
(Principal Accounting Officer)		August 5, 2025
Rahul Thumati
/s/ Sean AggarwalDirectorAugust 5, 2025
Sean Aggarwal
/s/ Sanjay BankerDirectorAugust 5, 2025
Sanjay Banker
/s/ Michelle FrymireDirectorAugust 5, 2025
Michelle Frymire
/s/ Simon Turner
DirectorAugust 5, 2025
Simon Turner
/s/ Frits van PaasschenDirectorAugust 5, 2025
Frits van Paasschen
/s/ Erin WallaceDirectorAugust 5, 2025
Erin Wallace