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 Document Sonder Holdings Inc. 447 Sutter St., Suite 405 #542 San Francisco, CA 94108 March 27, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F. Street, NE Washington, DC 20549 Attention:    Blake Grady     Nicholas Panos Re: Sonder Holdings Inc. Schedule 13D filed January 15, 2025 by Francis Davidson File No. 005-92541 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of Francis Davidson, the reporting person (the “Reporting Person”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission set forth in its letter dated March 11, 2025 (the “Comment Letter”) regarding the Reporting Person’s above referenced Schedule 13D (the “Schedule 13D”) with respect to his beneficial ownership of shares of common stock, par value $0.0001 (the “Common Stock”) of Sonder Holdings Inc. (the “Issuer”). For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have incorporated into this response letter in bold text and which is followed by our responses on the Reporting Person’s behalf. Schedule 13D filed January 15, 2025 General 1. We note that the event reported as requiring the filing of the Schedule 13D was September 30, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the September 30, 2024 event date, the Schedule 13D submitted on January 15, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. Response: We respectfully advise the Staff that the Schedule 13D was not timely filed due to an oversight on the part of the Reporting Person. The Reporting Person previously reported his beneficial ownership of the Issuer’s common stock on a Schedule 13G. In connection with the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”) financing, the Reporting Person acquired 1,000,000 shares of Series A Preferred Stock on August 13, 2024, which became convertible into shares of Common Stock upon the receipt of stockholder approval noted below on September 30, 2024, and 500,000 shares of Series A Preferred Stock on November 6, 2024. The Reporting Person timely disclosed his beneficial ownership of shares of Series A Preferred Stock on a Form 4 filed on August 19, 2024 and November 8, 2024, respectively. However the conversion of his Schedule 13G to a Schedule 13D was not timely filed due to numerous factors, including, but not limited to, the time commitments imposed by serving as an executive officer of the Issuer, which has an extremely small managerial staff and was in the midst of a financial statement restatement, ongoing publicly disclosed liquidity issues and staff transitions. Upon the Reporting Person becoming aware of the oversight, he caused the Schedule 13D to be filed as promptly as possible. The failure to meet the deadline was not deliberate on the part of the Reporting Person, and the Reporting Person does not believe he gained any advantage as a result of the filing of the Schedule 13D past the deadline, particularly as the information required by the Schedule 13D filing was otherwise disclosed in the Company’s public filings, including (i) the Form 4s referenced above, (ii) the definitive proxy statement on Schedule 14A for the special meeting of the Company’s stockholders on September 30, 2024 filed on September 9, 2024, (iii) the Current Report on Form 8-K disclosing the approval of the Company’s stockholders of the issuance of shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock for purposes of complying with Nasdaq Listing Rule 5635 and (iv) the Security Ownership of Certain Beneficial Owners and Management section of the Company’s definitive proxy statement filed on November 8, 2024. The Reporting Person now understands the requirements and importance of compliance with Section 13(d) filing timelines and will work to ensure that future filings will be made in a timely manner. Item 5, page 1 2. We note your disclosure in Item 5(c) that “[e]xcept as otherwise set forth in Item 4 of this Schedule 13D, Mr. Davidson has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D.” Please revise to provide the requisite disclosure with respect to all transactions in the securities between the deadline for timely filing the Schedule 13D and the actual filing of the Schedule 13D. In amending the Schedule 13D to include the required disclosures, please be advised that the Instruction to Item 5(c) requires the beneficial owner to “describe,” at a minimum, the following: “(1) The identity of the person covered by Item 5(c) who effected the transaction; (2) the date of transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected.” Response: We respectfully advise the Staff that Item 4 of the Schedule 13D incorporates by reference Items 3 and 6 of the Schedule 13D, which include the required disclosure with respect to all transactions in the Common Stock, including derivative securities, by the Reporting Person from January 18, 2022 through the date of the filing of the Schedule 13D, including: (1) the identity of the person covered by Item 5(c) who effected the transaction; (2) the date of transaction; (3) the amount of securities involved; (4) the price per share; and (5) where and how the transaction was effected, to the extent applicable. Therefore, we believe that the disclosure in Item 5(c) properly captures all transactions in the securities of the Company for the period beginning sixty days prior to September 30, 2024 and ending on the filing date of the Schedule 13D and contains all the required disclosures. We hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact Angela Gomes, Esq. at (617) 338-2957 or agomes@sullivanlaw.com or Lindsey A. Getz, Esq. at (617) 338-2480 or lgetz@sullivanlaw.com. Very truly yours, /s/ Vanessa Barmack Vanessa Barmack Associate General Counsel cc: Francis Davidson, Sonder Holdings Inc. Angela Gomes, Esq., Sullivan & Worcester LLP Lindsey A. Getz, Esq., Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Francis Davidson
Chief Executive Officer
Sonder Holdings Inc.
447 Sutter St. Suite 405, #542
San Francisco, California 94108

 Re: Sonder Holdings Inc.
 Schedule 13D filed January 15, 2025 by Francis Davidson
 File No. 005-92541
Dear Francis Davidson:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 15, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 September 30, 2024. Rule 13d-1(a) of Regulation 13D-G requires the
filing of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the September 30, 2024 event date, the Schedule 13D
submitted
 on January 15, 2025 was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
Item 5, page 1

2. We note your disclosure in Item 5(c) that "[e]xcept as otherwise set
forth in Item 4 of
 this Schedule 13D, Mr. Davidson has not engaged in any transaction with
respect to
 the Common Stock during the sixty days prior to the date of filing this
Schedule
 13D." Please revise to provide the requisite disclosure with respect to
all transactions
 March 11, 2025
Page 2

 in the securities between the deadline for timely filing the Schedule
13D and the
 actual filing of the Schedule 13D. In amending the Schedule 13D to
include the
 required disclosures, please be advised that the Instruction to Item
5(c) requires the
 beneficial owner to "describe," at a minimum, the following: "(1) The
identity of the
 person covered by Item 5(c) who effected the transaction; (2) the date
of transaction;
 (3) the amount of securities involved; (4) the price per share or unit;
and (5) where
 and how the transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

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Document

February 7, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Joseph Ambrogi

Re: Sonder Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-262438

Acceleration Request

 Requested Date: February 9, 2022

 Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sonder Holdings Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-262438) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jonathan Chan at (415) 300-0314.

Sincerely,

SONDER HOLDINGS INC.

/s/ Phil Rothenberg

Phil Rothenberg

General Counsel and Secretary

cc:

 Mark B. Baudler

 Jonathan Chan

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
February 7, 2022
Phil Rothenberg
General Counsel
Sonder Holdings, Inc.
101 15th Street
San Francisco, CA 94103
Re:Sonder Holdings, Inc.
Registration Statement on Form S-1
Filed January 31, 2022
File No. 333-262438
Dear Mr. Rothenberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joseph Ambrogi at 202-551-4821 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jonathan Chan

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 Gores Metropoulos II, Inc.

6260 Lookout Road

Boulder, CO 80301

 December 21, 2021

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549-3628

 Attn: Christopher Dunham
and James Lopez, Division of Corporate Finance, Real Estate & Construction

Re:

Gores Metropoulos II, Inc. (the “Registrant”)

 Registration Statement on Form S-4 (File
No. 333-257726)

 Dear Messrs. Dunham and Lopez:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Registrant respectfully requests that the
effective date of the Registrant’s Registration Statement on Form S-4 (File No. 333-257726) filed with the Securities and Exchange Commission (the
“Commission”) on July 7, 2021, as amended by Amendment No. 7 filed on December 20, 2021 (the “Registration Statement”), be accelerated by the Commission to 4:00 pm Washington D.C. time on
December 22, 2021, or as soon as practicable thereafter.

 The Registrant hereby acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant hereby
confirms that it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant requests that it be notified of such effectiveness by a telephone call to James R. Griffin of Weil, Gotshal & Manges
LLP at (214) 746-7779 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

 Very truly yours,

Gores Metropoulos II, Inc.

By:

 /s/ Andrew McBride

Name:

Andrew McBride

Title:

Chief Financial Officer and Secretary

cc:
 Via E-Mail

Andrew McBride

 James R. Griffin,
Esq.

 Kyle C. Krpata, Esq.

Mark B. Baudler, Esq.

 Andrew D.
Hoffman, Esq.

 Christina L. Poulsen, Esq.

Jonathan Chan, Esq.

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VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

December 20, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham and James
Lopez, Division of Corporation Finance, Office of Real Estate & Construction

Re:
 Gores Metropoulos II, Inc.

Amendment No. 6 to Registration Statement on Form S-4

Filed December 13, 2021

File No. 333-257726

Dear Messrs. Dunham and Lopez:

 This letter is
sent on behalf of Gores Metropoulos II, Inc. (the “Company”) to supplement our responses to the questions of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”) communicated in the Company’s and Sonder Holdings Inc.’s (“Sonder”) telephonic discussion with the Staff on December 17, 2021 regarding the above-referenced filing.

Please note that the Company today filed with the Commission Amendment No. 7 to the Registration Statement on Form S-4 (“Amendment No. 7”) reflecting, among other things, the revisions set forth below.

Supplemental Response – Updated Disclosure Regarding Sonder’s Business:

In our most recent telephonic discussion, the Staff requested additional disclosure to further describe Sonder’s business. Pursuant to the
Staff’s request, Sonder has revised its disclosure in both the Box Summary section on page 44 as well as in the Information About Sonder section on pages 327, 329, 330, 332, 333, 334 and 339 to provide additional details regarding Online Travel
Agents (“OTAs”), how customers discover or find Sonder properties on OTAs, the leases that Sonder enters into, the portion of properties that Sonder leases and operates (for instance, that Sonder operates the entire property for
hotel style buildings), and certain other aspects of Sonder’s business.

 Messrs. Dunham and Lopez

December 20, 2021

Page 2

 Supplemental Response – Key Performance Metrics:

In our most recent telephonic discussion, the Staff requested additional information on Sonder’s use of performance metrics. Sonder
confirms that the key performance metrics which its management uses to manage Sonder’s business are Live Units, Bookable Nights, Occupied Nights, and Revenue Per Available Room (“RevPAR”). These key performance metrics of
Sonder are described in detail, including actual results for the three months and nine months ended September 30, 2021 (including prior year comparison) and year ended December 31, 2020 (including prior year comparison), on pages 356, 357,
358 and 359, in the section “Key Business Metrics” of Sonder Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form S-4 registration statement. Other
performance metrics and data presented in the Form S-4 registration statement are not key business metrics that Sonder’s management uses to manage Sonder’s business, including, but not limited to,
the percentage of direct bookings as a percentage of booked revenue shown on the table on page 353.

 If you have any questions or would
like further information concerning responses, please do not hesitate to contact me at (214) 746-7779. Thank you for your time and consideration.

Sincerely,

 /s/ James R. Griffin

James R. Griffin, Esq.

cc:
 Via E-mail

Andrew McBride

 Kyle C. Krpata,
Esq.

 Mark B. Baudler, Esq.

Andrew D. Hoffman, Esq.

Christina L. Poulsen, Esq.

Jonathan Chan, Esq.

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 VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

December 13, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham and James
Lopez, Division of Corporate Finance, Office of Real Estate &

 Construction

Re:
 Gores Metropoulos II, Inc.

Amendment No. 5 to Registration Statement on Form S-4

Filed November 26, 2021

File No. 333-257726

Dear Messrs. Dunham and Lopez:

 This letter is
sent on behalf of Gores Metropoulos II, Inc. (the “Company”) in response to the comments of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
communicated in its letter dated December 8, 2021 (the “Comment Letter”) regarding the above-referenced filing.

Please note that the Company today filed with the Commission Amendment No. 6 to the Registration Statement on Form S-4 (“Amendment No. 6”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

 Messrs. Dunham and Lopez

 December 13, 2021

Page 2

 Amendment No. 5 to Registration Statement on Form S-4
filed on November 26, 2021

 General

1.
 Comment: We note your revisions in response to comment 1 and reissue the comment in part. Please revise your
Summary and where appropriate to compare the per share price of the New PIPE Investment with the estimated price at which Public Stockholders may redeem shares of your Class A Stock, further quantifying the effective percentage discount between
such prices.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has
revised its disclosure and highlighted more prominently in the Explanatory Note, the Letter to Stockholders and pages 22, 28, 30, 53, 54, 67, 69, 121, 123, 124, 161, 162, 220, 222, 264, 265, 302, 304 and 439 to reflect that the $8.89 price paid in
the New PIPE Investment represents an 11.1% discount from the estimated $10.00 price at which Public Stockholders may redeem their shares of Class A Stock.

2.
 Comment: We note your response to comment 4. Please revise the cover page and where appropriate to explain
how Rollover Options may result in an additional 11,383,245 shares being issued, further adding to dilution.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the Calculation of Registration Fee
page, the Explanatory Note, the Letter to Stockholders and pages 45, 168 and 169 to further clarify that: (i) for purposes of determining the Aggregate Sonder Common Stock Consideration (which includes shares of Common Stock underlying the
Rollover Options), the Merger Agreement assumes that such Rollover Options are exercised on a net exercise basis, which would result in an aggregate of 14,788,561 shares of Common Stock being issued to current holders of Sonder Stock Options;
(ii) under the terms in which the Sonder Stock Options were issued, holders of Rollover Options are generally permitted to exercise their options on either a gross basis, which means that holders of Rollover Options are permitted to pay the
full exercise price for each option in cash in order to receive the full number of shares of Common Stock underlying such Rollover Options following the Closing, or on a “cashless” net exercise basis, which allows the holders of the
Rollover Option to exercise without having to pay cash to cover the exercise price by surrendering a sufficient number of shares of Common Stock underlying the Rollover Options to cover the cost of the exercise price; and (iii) additional
information regarding the potential dilutive impact of the additional 11,383,245 shares of Common Stock that could be issued if all of the Rollover Options are exercised on a gross basis (representing the difference between the actual 26,171,806
shares that could be issued if exercised on a gross basis and the 14,788,561 shares taken into account for purposes of the calculation of the Aggregate Sonder Common Stock Consideration). In addition, the Company has highlighted more prominently
that additional information regarding the impact on dilution with respect to such issuances is available in the tabular dilution analysis on pages 18-20, 128-130 and 177-180.

 Messrs. Dunham and Lopez

 December 13, 2021

Page 3

3.
 Comment: Please revise the Cover Page and Summary to explain the rollover options in plain English. For
example, who receives them? Why do they not “receive their portion” of the approximately 190 million post combination company’s common stock? Please revise accordingly.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised its disclosure in the Calculation of
Registration Fee page, the Explanatory Note, the Letter to Stockholders and page 45 to provide additional clarity that current holders of Sonder Stock Options will, following the closing of the Business Combination, hold Rollover Options exercisable
for Common Stock by virtue of the automatic conversion of Sonder Stock Options into Rollover Options in connection with the Closing. Additionally, pursuant to the Staff’s request, the Company has revised the Explanatory Note, the Letter to
Stockholders and pages 45, 168 and 169 to further clarify that: (i) for purposes of determining the Aggregate Sonder Common Stock Consideration (which includes shares of Common Stock underlying the Rollover Options) and the Exchange Rate, the
Merger Agreement assumes an outstanding number of Sonder Stock Options on a net exercise basis, which would result in an aggregate of 14,788,561 shares of Common Stock being issued to current holders of Sonder Stock Options; (ii) under the
terms in which the Sonder Stock Options were issued, holders of Rollover Options are generally permitted to exercise their options on either a gross basis, which means that holders of Rollover Options are permitted to pay the full exercise price for
each option in cash in order to receive the full number of shares of Common Stock underlying such Rollover Options following the Closing, or on a “cashless” net exercise basis, which allows the holders of the Rollover Option to exercise
without having to pay cash to cover the exercise price by surrendering a sufficient number of shares of Common Stock underlying the Rollover Options to cover the cost of the exercise price; and (iii) additional information regarding the
potential dilutive impact of the additional 11,383,245 shares of Common Stock, which represents the difference between the actual 26,171,806 shares that could be issued if exercised on a gross basis and the 14,788,561 shares taken into account for
purposes of the calculation of the Aggregate Sonder Common Stock Consideration). In addition, the Company has highlighted more prominently that additional information regarding the impact on dilution with respect to such issuances is available in
the tabular dilution analysis on pages 18-20, 128-130 and 177-180.

Summary

 Interests of Certain Persons in the Business
Combination

 Interests of the Company Initial Stockholders…, page 64

4.
 Comment: We note your revisions in response to comment 5 that the Sponsor will pay “a weighted average
per share price of $9.60 for each share of Common Stock” to be purchased in the PIPE Investments. Please revise to disclose the weighted average per share price that your Sponsor will have paid for its total Common Stock in the Post-Combination
Company, both in the event that your Sponsor does and does not exercise its rights to assign any of its PIPE Shares. In this regard, advise us whether the Sponsor will have paid a weighted average per share price of approximately $4.24 for each
share of Common Stock if it does not assign any of its PIPE Shares, and only a nominal amount if it assign all of its PIPE Shares. Please make corresponding revisions when discussing the Share Surrender Agreement, including on the cover page and
page 50, and the Additional Sponsor Commitment, including on page 52.

 Messrs. Dunham and Lopez

 December 13, 2021

Page 4

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has revised the disclosure in the Explanatory Note, the Letter to Stockholders and pages 27, 28, 55, 67, 68, 121, 161, 220, 221, 266, 302 and 303, and included additional tabular disclosure that highlights the requested information more
prominently to reflect the Staff’s comment. In this regard, the Company discloses that the Sponsor will have paid a weighted average per share price of approximately $4.22 for each share of Common Stock if it does not assign any of its PIPE
Shares, and only a nominal amount if it does assign all of its PIPE Shares.

 The Business Combination

Recommendation of Our Board of Directors…, page 184

5.
 Comment: We note your response to comment 7. Please revise, as indicated in your response, to disclose the
apparent belief of the Board of Directors that the growth projections and underlying assumptions continued to be reasonable despite the decline in enterprise valuation.

Response: The Staff’s comment is noted. As discussed with the Staff, the Company respectively advises the Staff that, as disclosed on page
186, “prevailing conditions in the SPAC market and the desire to provide greater certainty in respect of the financing necessary to fully fund Sonder’s business plan” were the impetus surrounding the revised transaction effected by
Amendment No. 1 to the Merger Agreement. The negotiations by Sonder with respect to obtaining the additional financing provided by the New PIPE Investment resulted in a necessary reduction in enterprise valuation for Sonder in order to
obtain such financing. No concerns with respect to Sonder’s growth projections and underlying assumptions were raised or considered by the Board, as Sonder had outperformed, as a whole, the projections for 2021 first presented to the Board
as the time of its earlier decision in April 2021 to enter into the Merger Agreement. Accordingly, the Company further respectfully advises the Staff that the additional disclosure requested by the Staff is not needed, and could potentially be
misleading as it may leave the impression that there was at least some doubt by the Board as to the Sonder growth assumptions that required additional scrutiny, when none was present.

Certain Financial Projections Provided to Our Board

Material Assumptions Underlying the Financial Projections, page 205

6.
 Comment: We note your revisions in response to comment 9. Please revise to provide more detailed disclosure
of your growth assumptions for RevPAR, Ending Live Units & Contracted Units, and Bookable Nights, as well as the reasons you believe these assumptions

 Messrs. Dunham and Lopez

 December 13, 2021

Page 5

are reasonable. For example, we note your revised disclosure that in 2019 Sonder expanded into markets which typically earn lower RevPAR as compared to the existing markets. This appears
consistent with the observation that Sonder’s actual Revenue per Available Room decreased during a period of rapid growth, but it is unclear what assumptions support the projection that RevPAR will exceed Sonder’s pre-COVID-19 performance in the near future. Please revise accordingly.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request and as discussed with the Staff, Sonder has provided
additional disclosure on Sonder’s growth assumptions for RevPAR and Total Portfolio (Live Units and Contracted Units), and Bookable nights on pages 209, 210, 212, 213 and 214 to reflect the Staff’s comment. Also, pursuant to the
Staff’s request and as discussed with the Staff, the Company has provided additional disclosure, including highlighting more prominently the reasons Sonder believes the assumptions to be reasonable on the same pages to reflect the Staff’s
comment.

 As described in the document, Sonder believes its projections and their underlying assumptions to be reasonable because they are
based on historical financial performance, leverage third party market data, represent a small share of a large addressable market opportunity, utilize Sonder’s historical relative performance against peers, and take into account Sonder’s
planned improvements, including, but not limited to, expansion of its business development headcount and RevPAR enhancement initiatives to grow RevPAR. Sonder has further confidence in the reasonableness of its projections because they were reviewed
and approved by the Sonder Board, and were also reviewed by Sonder’s financial advisor, the Company and its financial advisors. Sonder believes that the disclosure provided is detailed and comprehensive, and therefore investors have been
provided comprehensive and complete information needed to make an informed investment decision with respect to the Business Combination.

 The Merger
Agreement and Related Agreements

 The Merger Agreement

Delayed Draw Note Term Sheet, page 256

7.
 Comment: We note your revisions in response to comment 2. Please revise the Cover Page, Summary, Risk
Factors, Management’s Discussion and Analysis and where appropriate to address the possibility that you do not obtain financing under the non-binding Delayed Draw Notes. Will the transaction move forward
if the financing is not obtained? Do you anticipate investors receiving updated disclosure in the event the financing is not obtained or materially changed, and if so what is the timing and nature of the intended disclosure? With respect to the
terms of the notes, please provide further clarification. For example, please disclose:

 Messrs. Dunham and Lopez

 December 13, 2021

Page 6

•

 the 1% LIBOR floor for your interest rate, as well as the LIBOR replacement rate,

•

 the material restrictions on the incurrence of additional debt and the cap on existing debt, and

•

 the GAAP net revenue conditions applicable to any second draw or disclose that an Initial Draw will not occur
on or prior to December 31, 2021.

 Response: The Staff’s comment is noted. Pursuant to
the Staff’s request and as discussed with the Staff, Sonder entered into a definitive, binding Note and Warrant Purchase Agreement with Senator Investment Group LP and funds and accounts managed by subsidiaries of BlackRock, Inc., for the sale
of an aggregate of $165 million in principal amount of delayed draw subordinated secured notes to be available to the Post-Combination Company following the completion of the Business Combination (the “debt
financing”). The amount of the debt financing is a reduction from the original $220 million in principal amount in the non-binding Term Sheet dated October 25, 2021 as a result of
(i) Antara’s decision not to complete its Delayed Draw Note Investment and (ii) BlackRock increasing its investment. The definitive Note Purchase Agreement and the Form of Warrant to be issued to the purchasers of the delayed
draw notes are being filed as exhibits to Amendment No. 6.

 Additionally, as discussed with the Staff, the Business Combination is not
dependent on the closing of the debt financing. Rather, the debt financing will only occur after the Business Combination has occurred, and the draw on the debt financing is in fact contingent on the closing of the Business Combination.

Finally, additional revised disclosure has been added to set forth the updated $165 million principal amount, the definitive material
terms to the delayed draw notes and additional related information. This disclosure appears on pages 21, 188, 262, 263,

United States securities and exchange commission logo
December 8, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed November 26, 2021
File No. 333-257726
Dear Mr. McBride:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 18, 2021 letter.
Amendment No. 5 to Registration Statement on Form S-4 Filed November 26, 2021
General
1.We note your revisions in response to comment 1 and reissue the comment in part.  Please
revise your Summary and where appropriate to compare the per share price of the New
PIPE Investment with the estimated price at which Public Stockholders may redeem
shares of your Class A Stock, further quantifying the effective percentage discount
between such prices.
2.We note your response to comment 4.  Please revise the cover page and where appropriate
to explain how Rollover Options may result in an additional 11,383,245 shares being
issued, further adding to dilution.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 December 8, 2021 Page 2
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
December 8, 2021
Page 2
3.Please revise the Cover Page and Summary to explain the rollover options in plain
English.  For example, who receives them?  Why do they not "receive their portion" of the
approximately 190 million post combination company's common stock?  Please revise
accordingly.
Summary
Interests of Certain Persons in the Business Combination
Interests of the Company Initial Stockholders..., page 64
4.We note your revisions in response to comment 5 that the Sponsor will pay "a weighted
average per share price of $9.60 for each share of Common Stock" to be purchased in the
PIPE Investments.  Please revise to disclose the weighted average per share price that your
Sponsor will have paid for its total Common Stock in the Post-Combination Company,
both in the event that your Sponsor does and does not exercise its rights to assign any of
its PIPE Shares.  In this regard, advise us whether the Sponsor will have paid a weighted
average per share price of approximately $4.24 for each share of Common Stock if it does
not assign any of its PIPE Shares, and only a nominal amount if it assign all of its PIPE
Shares.  Please make corresponding revisions when discussing the Share Surrender
Agreement, including on the cover page and page 50, and the Additional Sponsor
Commitment, including on page 52.
The Business Combination
Recommendation of Our Board of Directors..., page 184
5.We note your response to comment 7.  Please revise, as indicated in your response, to
disclose the apparent belief of the Board of Directors that the growth projections and
underlying assumptions continued to be reasonable despite the decline in enterprise
valuation.
Certain Financial Projections Provided to Our Board
Material Assumptions Underlying the Financial Projections, page 205
6.We note your revisions in response to comment 9.  Please revise to provide more detailed
disclosure of your growth assumptions for RevPAR, Ending Live Units & Contracted
Units, and Bookable Nights, as well as the reasons you believe these assumptions are
reasonable.  For example, we note your revised disclosure that in 2019 Sonder expanded
into markets which typically earn lower RevPAR as compared to the existing markets.
This appears consistent with the observation that Sonder’s actual Revenue per Available
Room decreased during a period of rapid growth, but it is unclear what assumptions
support the projection that RevPAR will exceed Sonder's pre-COVID-19 performance in
the near future.  Please revise accordingly.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 December 8, 2021 Page 3
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
December 8, 2021
Page 3
The Merger Agreement and Related Agreements
The Merger Agreement
Delayed Draw Note Term Sheet, page 256
7.We note your revisions in response to comment 2.  Please revise the Cover Page,
Summary, Risk Factors, Management's Discussion and Analysis and where appropriate to
address the possibility that you do not obtain financing under the non-binding Delayed
Draw Notes.  Will the transaction move forward if the financing is not obtained?  Do you
anticipate investors receiving updated disclosure in the event the financing is not obtained
or materially changed, and if so what is the timing and nature of the intended disclosure?
With respect to the terms of the notes, please provide further clarification.  For example,
please disclose:

•the 1% LIBOR floor for your interest rate, as well as the LIBOR replacement rate,
•the material restrictions on the incurrence of additional debt and the cap on existing
debt, and
•the GAAP net revenue conditions applicable to any second draw or disclose that an
Initial Draw will not occur on or prior to December 31, 2021.
            You may contact William Demarest at (202) 551-3432 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related matters.
Please contact Christopher Dunham at (202) 551-3783 or James Lopez at (202) 551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James R. Griffin, Esq.

CORRESP
1
filename1.htm

CORRESP

VIA EDGAR

200 Crescent Court, Suite 300
Dallas, Texas 75201
+1 214 746 7700 tel
+1 214 746 7777 fax

November 26, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham and James
Lopez, Division of Corporate Finance, Office of Real Estate & Construction

Re:
 Gores Metropoulos II, Inc.

Amendment No. 4 to Registration Statement on Form S-4

Filed October 29, 2021

 File
No. 333-257726

 Dear Messrs. Dunham and Lopez:

This letter is sent on behalf of Gores Metropoulos II, Inc. (the “Company”) in response to the comments of the Staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated November 18, 2021 (the “Comment Letter”) regarding the above-referenced
filing.

 Please note that the Company today filed with the Commission Amendment No. 5 to the Registration Statement on Form S-4 (“Amendment No. 5”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Amendment No. 4 to Registration Statement on Form S-4 filed on October 29, 2021

General

1.
 Comment: Please revise your Summary and where appropriate to highlight the material differences in the terms
and price of securities issued at the time of the IPO as compared to the New PIPE Investment at the time of the business combination, as well as your Sponsor’s participation in the New PIPE Investment. Please also revise to clarify any
interplay between

 Messrs. Dunham and Lopez

 November 26, 2021

 Page
 2

the Sponsor’s participation in the Existing PIPE, New PIPE, and Additional Sponsor Commitment, as well as the Share Surrender Agreement. Please also revise your discussion of Related
Agreements beginning on page 49 to compare the Sponsor’s participation in the New PIPE Investment with its proportion of the Existing PIPE Investment, as amended, assuming that your Sponsor syndicates up to 4,000,000 of its shares under the
Existing PIPE Investment, as you currently expect. Please also disclose the reason for the reduced aggregate amount of the New PIPE Investment and the Additional Sponsor Commitment, from the amount assumed by Moelis in its fairness opinion dated
October 19, 2021, as well as the Sponsor’s increased level of participation in the Existing PIPE Investment by virtue of the Existing Subscription Amendment.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure (i) in the
explanatory note and in the letter to stockholders of the Company, as well as on pages 28-29, 66, 120, 159, 215 and 297, to reflect the purchase price of securities issued in the Existing PIPE Investment as compared to the New PIPE Investment,
including the Sponsor’s participation in the New PIPE Investment, and the Additional Sponsor Commitment, (ii) on pages 50-52 and 256-258 to reflect the Sponsor’s participation in the Existing PIPE, New PIPE and Additional Sponsor
Commitment and comparing the Sponsor’s participation in the New PIPE Investment with its proportion of the Existing PIPE Investment, as amended; (however, the Company respectfully advises the Staff that, due to Sponsor’s right to assign
the all of its shares to be purchased in the PIPE Investments, the Company cannot present a purchase price assuming the assignment of all such shares, as the purchase price in that case would be zero), (iii) on pages 50, 52, 256 and 258 to
disclose the Share Surrender Agreement and the potential impact on Sponsor’s ownership when considered in connection with the shares Sponsor will purchase in the PIPE Investments, (iv) on pages 64 and 191 to disclose the reason for
the reduced aggregate amount of the New PIPE Investment and Additional Sponsor Commitment from the amount assumed by Moelis in its fairness opinion dated October 19, 2021 and (v) on pages 50-52
and 256-258, to disclose the reason for the Sponsor’s increased level of participation in the Existing PIPE Investment by virtue of the Existing Subscription Amendment. The Company has also revised the
disclosure throughout Amendment No. 5 to clarify that the Sponsor has the right to assign 4,000,000 shares to be purchased under the Existing PIPE Investment, 310,500 shares to be assumed by the Sponsor in the Existing PIPE Investment,
2,789,413 shares to be purchased by the Sponsor in the New PIPE Investment and 709,711 shares to be purchased by the Sponsor in the Additional Sponsor Commitment.

2.
 Comment: We note your revisions related to the Delayed Draw Note Term Sheet between Sonder and certain PIPE
Investors, which contemplates the sale of an aggregate of $220 million in principal amount of delayed draw subordinated secured notes, as well as the additional issuance of additional warrants to purchase up to 3,300,000 shares of the
Post-Combination Company’s Common Stock that may be issued “within three days of the closing of the Business Combination.” We also note that Amendment No. 1 to the Agreement and

 Messrs. Dunham and Lopez

 November 26, 2021

 Page
 3

Plan of Merger contemplates a delayed draw note purchase agreement or similar, as well as Sonder’s intent to close the Delayed Draw Note Purchase Agreement in the fourth quarter of 2021.
Please revise your Summary to disclose the material terms of the Delayed Draw Note Term Sheet, Notes, and Warrants. For example only, please disclose the manner in which the Delayed Draw Warrants may be exercised, as well as whether the trading
price of the Post-Combination Company may impact the terms of any issuances of Common Stock underlying the Warrants and, if so, how. To the extent that the Delayed Draw Warrants may be issued “in any other amount” as your disclosure on
pages 21, 121, 125 and 173 indicates, please revise to address the range of possibilities discussed or as currently contemplated by the parties, as well as how the terms of the Delayed Draw Notes and Warrants may interact when a definitive agreement
is reached.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, Sonder has expanded the
disclosure regarding the Delayed Draw Note transaction on pages 21 and 255-256 to reflect the Staff’s comment. In particular, Sonder has added disclosure regarding the material terms of the Delayed Draw Note Term Sheet, notes and warrants,
including the terms relating to the exercisability of the underlying Warrants. In addition, Sonder has removed references on pages 21, 128 and 176 to “in any other amount,” as the aggregate principal amount of the Delayed Draw Notes is
anticipated to be $220 million and not higher than that amount.

3.
 Comment: Please identify the “certain PIPE Investors” that are parties to the Delayed Draw Note
Term Sheet, file the Term Sheet as an exhibit, and revise Background of the Business Combination beginning on page 173 to address negotiations over the Term Sheet.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, Sonder has revised the disclosures on pages 3, 21 and
255-256 to reflect the Staff’s comment. In particular, Sonder has identified the names of the three investors in the Delayed Draw Note transaction and filed the non-binding Term Sheet as an exhibit to the
Form S-4 registration statement. Additionally, Sonder has added disclosure on pages 182-183 to the Background of the Business Combination section that describes the background and negotiations regarding the
Delayed Draw Note Term Sheet.

4.
 Comment: We note the statement in the fee table that you assume all Rollover Options are exercised on a
gross basis “as opposed to a net exercise basis, which is assumed elsewhere in this Registration Statement.” Please revise to explain the reasons for assuming gross in some instances and net in others. In this regard, clarify why your
estimated number of shares to be issued when exercised on a net exercise basis exceeds your estimated number of shares to be issued when exercised on a gross basis, and explain for us the exemption from registration available for the shares
underlying the Rollover Options if exercised on a net exercise basis. Please also revise to summarize the material terms of the exercise of the Rollover Options in an appropriate section of your prospectus, including but not limited to the recycling
of Rollover Options.

 Messrs. Dunham and Lopez

 November 26, 2021

 Page
 4

 Response: The Staff’s comment is noted. The Company has revised the disclosure in the
registration fee table and on pages 18-21, 125-128 and 173-176 to clarify that (i) the estimated number of shares to be issued in respect of Rollover Options when exercised on a gross basis equals 26,171,806, (ii) the estimated number of
shares to be issued in respect of Rollover Options when exercised on a net exercise basis equals 14,788,561 and (iii) the estimated number of additional shares to be issued in respect of Rollover Options on a gross exercise basis represents an
excess of 11,383,245 shares over the net exercise basis used to calculate the Aggregate Sonder Common Stock Consideration. In addition, the Company respectfully advises the Staff that Amendment No. 5 assumes that total outstanding shares assume
Rollover Options are exercised on a net exercise basis, except with respect to the registration fee table and the redemption sensitivity and dilution tables on pages 18-21, 125-128 and 173-176. The Company believes that its calculations of
outstanding shares assuming a net exercise of Rollover Options is consistent with the treasury stock method of accounting. Additionally, the Company believes that the presentation of outstanding shares assuming a net exercise of Rollover Options is
appropriate to reduce investor confusion, as this methodology results in a Sonder rollover of $1,901,603,000, which is consistent with the calculation of total equity value of the Post-Combination Company disclosed to investors in prior filings with
the SEC. Accordingly, except as noted above, the Company has not presented these numbers on a gross exercise basis to avoid investor confusion. However, the Company acknowledges that the gross exercise of Rollover Options may result in an additional
11,383,245 shares being issued. As a result, the Company has included these shares in the registration fee table to ensure such shares are registered, and the redemption sensitivity analysis table to highlight the potential maximum dilutive effect
of shares that could be issued in connection with a gross exercise calculation. Because the maximum amount of 26,171,806 shares issuable under the Rollover Options has been registered on the Registration Statement (14,788,561 of such shares pursuant
to clause “(a)” of note 1 and 11,383,245 of such shares pursuant to clause “(c)” of note 1) as disclosed in the registration fee table, as revised, the Company respectfully advises the Staff that it is of the opinion that no
exemption from registration is necessary.

 In addition, Sonder respectfully advises the Staff that the material terms of the exercise of
the Rollover Options, including the recycling provisions, are disclosed on pages 236 (disclosure that Rollover Options are subject to their original terms under the Sonder option plans), 385-389 (disclosure on
the terms of Sonder’s 2019 Plan), 389-390 (disclosure on the terms of Sonder’s Stock Option Plan) and 457-458 (disclosure on the terms of the 2021 Equity Incentive Plan and the recycling provisions).

Summary

 Interests of Certain Persons in the Business
Combination

 Interests of the Company Initial Stockholders…, page 62

 Messrs. Dunham and Lopez

 November 26, 2021

 Page
 5

5.
 Comment: We note your revisions related to the Existing PIPE Investment, New PIPE Investment, Additional
Sponsor Commitment and Share Surrender Agreement. Please disclose the aggregate per share price your Sponsor will have paid for its total common stock in the Post-Combination Company, consistent with your expectation that 4,000,000 shares the
Sponsor will purchase in the Existing PIPE Investment will be syndicated. Please also disclose the impact on the aggregate per share price paid by the Sponsor in the event that such shares are not syndicated.

Response: The Staff’s comment is noted. As discussed above, the Sponsor has the right to assign 4,000,000 shares to be purchased under the
Existing PIPE Investment, 310,500 shares to be assumed by the Sponsor in the Existing PIPE Investment, 2,789,413 shares to be purchased by the Sponsor in the New PIPE Investment and 709,711 shares to be purchased by the Sponsor in the Additional
Sponsor Commitment. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 27-29, 65-66, 118-120, 157-159, 213-215 and 295-297 to reflect the weighted average per share price paid by the Sponsor with respect to
the PIPE Investments and to highlight that the Sponsor may assign all of its shares to be purchased in the PIPE Investments to third parties.

 The
Business Combination

 The Impact of the Business Combination on the Company’s Public Float, page 169

6.
 Comment: We note your revisions related to ownership of the Post-Combination Company under different
redemptions scenarios. Please revise to disclose your Sponsor’s aggregate ownership. It appears your Sponsor’s total ownership includes securities disclosed across portions of four different rows in the table. Please also explain your
presentation of Existing PIPE Investors and New PIPE Investors separately, rather than PIPE Investors collectively, as it appears the later would aid investor understanding of the Post-Combination Company’s ownership. Please further revise your
tabular disclosure of Additional Dilution Sources to include the Delayed Draw Warrants consistent with your disclosure that the Delayed Draw Warrants “could further diluter the ownership of stockholders in the Post-Combination Company.”

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the
disclosure on pages 18-21, 125-128 and 173-176 (i) to reflect the Sponsor’s ownership, including as a result of its purchases in the Existing PIPE Investment, the New PIPE Investment and the Additional Sponsor Commitment in the row
showing the Initial Stockholders’ ownership, (ii) to present the ownership of the PIPE Investors collectively in one row and (iii) to include the potential dilutive impact that could result from the exercise of the Delayed Draw
Warrants in the Additional Dilution Sources.

 Messrs. Dunham and Lopez

 November 26, 2021

 Page
 6

 Recommendation of our Board of Directors…, page 181

7.
 Comment: Please revise to address the extent to which the Board of Directors considered the growth
projections and underlying assumptions to be reasonable given the decline in enterprise valuation.

 Response: The
Staff’s comment is noted. The Company respectfully advises the Staff that the disclosure previously included in Amendment No. 4 reflects the Board’s deliberations and evaluation of the transaction in reaching its decision to approve
the Merger Agreement, as amended, and recommend that the stockholders approve the Business Combination. In reaching its decision, the Board reviewed the information reasonably available to it, including (i) the process utilized to evaluate and
assess other potential acquisition targets, (ii) the diligence performed by management of the Company and its advisors, (iii) the information provided by Sonder (including the projections) and reviewed by management of the Company and utilized by
Moelis

United States securities and exchange commission logo
November 18, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed October 29, 2021
File No. 333-257726
Dear Mr. McBride:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2021 letter.
Amendment No. 4 to Registration Statement on Form S-4 Filed October 29, 2021
General
1.Please revise your Summary and where appropriate to highlight the material differences in
the terms and price of securities issued at the time of the IPO as compared to the New
PIPE Investment at the time of the business combination, as well as your Sponsor's
participation in the New PIPE Investment.  Please also revise to clarify any interplay
between the Sponsor's participation in the Existing PIPE, New PIPE, and Additional
Sponsor Commitment, as well as the Share Surrender Agreement.  Please also revise your
discussion of Related Agreements beginning on page 49 to compare the Sponsor's
participation in the New PIPE Investment with its proportion of the Existing PIPE
Investment, as amended, assuming that your Sponsor syndicates up to 4,000,000 of its

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 November 18, 2021 Page 2
 FirstName LastNameAndrew McBride
Gores Metropoulos II, Inc.
November 18, 2021
Page 2
shares under the Existing PIPE Investment, as you currently expect.  Please also disclose
the reason for the reduced aggregate amount of the New PIPE Investment and the
Additional Sponsor Commitment, from the amount assumed by Moelis in its fairness
opinion dated October 19, 2021, as well as the Sponsor's increased level of participation in
the Existing PIPE Investment by virtue of the Existing Subscription Amendment.
2.We note your revisions related to the Delayed Draw Note Term Sheet between Sonder and
certain PIPE Investors, which contemplates the sale of an aggregate of $220 million in
principal amount of delayed draw subordinated secured notes, as well as the additional
issuance of additional warrants to purchase up to 3,300,000 shares of the Post-
Combination Company's Common Stock that may be issued "within three days of the
closing of the Business Combination."  We also note that Amendment No. 1 to the
Agreement and Plan of Merger contemplates a delayed draw note purchase agreement or
similar, as well as Sonder's intent to close the Delayed Draw Note Purchase Agreement in
the fourth quarter of 2021.  Please revise your Summary to disclose the material terms of
the Delayed Draw Note Term Sheet, Notes, and Warrants.  For example only, please
disclose the manner in which the Delayed Draw Warrants may be exercised, as well as
whether the trading price of the Post-Combination Company may impact the terms of any
issuances of Common Stock underlying the Warrants and, if so, how.  To the extent that
the Delayed Draw Warrants may be issued "in any other amount" as your disclosure on
pages 21, 121, 125 and 173 indicates, please revise to address the range of possibilities
discussed or as currently contemplated by the parties, as well as how the terms of the
Delayed Draw Notes and Warrants may interact when a definitive agreement is reached.
3.Please identify the "certain PIPE Investors" that are parties to the Delayed Draw Note
Term Sheet, file the Term Sheet as an exhibit, and revise Background of the Business
Combination beginning on page 173 to address negotiations over the Term Sheet.
4.We note the statement in the fee table that you assume all Rollover Options are exercised
on a gross basis "as opposed to a net exercise basis, which is assumed elsewhere in this
Registration Statement."  Please revise to explain the reasons for assuming gross in some
instances and net in others.  In this regard, clarify why your estimated number of shares to
be issued when exercised on a net exercise basis exceeds your estimated number of shares
to be issued when exercised on a gross basis, and explain for us the exemption from
registration available for the shares underlying the Rollover Options if exercised on a net
exercise basis.  Please also revise to summarize the material terms of the exercise of the
Rollover Options in an appropriate section of your prospectus, including but not limited to
the recycling of Rollover Options.
Summary
Interests of Certain Persons in the Business Combination
Interests of the Company Initial Stockholders..., page 62
5.We note your revisions related to the Existing PIPE Investment, New PIPE Investment,
Additional Sponsor Commitment and Share Surrender Agreement.  Please disclose the

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 November 18, 2021 Page 3
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
November 18, 2021
Page 3
aggregate per share price your Sponsor will have paid for its total common stock in the
Post-Combination Company, consistent with your expectation that 4,000,000 shares the
Sponsor will purchase in the Existing PIPE Investment will be syndicated.  Please also
disclose the impact on the aggregate per share price paid by the Sponsor in the event that
such shares are not syndicated.
The Business Combination
The Impact of the Business Combination on the Company's Public Float, page 169
6.We note your revisions related to ownership of the post-combination company under
different redemptions scenarios.  Please revise to disclose your Sponsor's aggregate
ownership.  It appears your Sponsor's total ownership includes securities disclosed across
portions of four different rows in the table.  Please also explain your presentation
of Existing PIPE Investors and New PIPE Investors separately, rather than PIPE Investors
collectively, as it appears the later would aid investor understanding of the Post-
Combination Company's ownership.  Please further revise your tabular disclosure of
Additional Dilution Sources to include the Delayed Draw Warrants consistent with your
disclosure that the Delayed Draw Warrants "could further diluter the ownership of
stockholders in the Post-Combination Company."
Recommendation of our Board of Directors..., page 181
7.Please revise to address the extent to which the Board of Directors considered the growth
projections and underlying assumptions to be reasonable given the decline in enterprise
valuation.
Certain Financial Projections Provided to Our Board, page 195
8.We note the revisions related to the projections provided to your Board and Moelis, which
were previously disclosed for the last three quarters of 2021 but are now disclosed for the
fourth quarter of 2021.  Please revise to clarify whether your projections for the fourth
quarter of 2021 materially changed from those that were included in the last three quarters
of 2021 and, if so, please revise to summarize these changes.  In this regard we note that
certain projections appear to have decreased in relative proportion to the shorter
timeframe presented, while others reflect more pronounced changes.  Please also include
narrative disclosure summarizing any material differences between the projections
previously provided to your Board and Moelis, and Sonder's actual results for any period
disclosed.  For example only, it appears that your Federal NOL Ending Balance is now
estimated to be approximately $58 million more in all periods estimated than indicated by
your previous estimates.  Additionally, please revise pages 191, 200 or where appropriate
to clarify the extent to which updated projections were provided to and considered by
Moelis.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 November 18, 2021 Page 4
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
November 18, 2021
Page 4
Material Assumptions Underlying the Financial Projections, page 199
9.We note that the Sonder projections assume revenue growth that far exceeds growth for
the historical periods presented in the filing, which appears driven by corresponding
growth projections for Sonder's Live Units & Contracted Units through 2025, while
simultaneously increasing its forecasted Revenue per Available Room each year.  Please
revise your filing to provide more detailed disclosure of your growth assumptions,
including the growth rates used, if applicable, as well as the reasons you believe these
assumptions are reasonable.  In this regard we note, for example, that Sonder's actual
Revenue per Available Room decreased in 2019, the period presented in which its Live
Units and Contracted Units grew at the fastest pace, as well as your disclosure on the
availability of suitable properties in attractive markets and increased competition for such
properties, indicating that such growth rates may not be sustainable over the next five
years.  Please also enhance your discussion of the process undertaken to formulate the
projections and assumptions, the parties who participated in the preparation of these
projections, and how they were used.
            You may contact William Demarest at (202) 551-3432 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related matters.
Please contact Christopher Dunham at (202) 551-3783 or James Lopez at (202) 551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James R. Griffin, Esq.

CORRESP
1
filename1.htm

CORRESP

VIA EDGAR

 200 Crescent Court, Suite 300

Dallas, Texas 75201

 +1 214 746 7700
tel

 +1 214 746 7777 fax

October 18, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham and James
Lopez, Division of Corporate Finance, Real Estate & Construction

Re:
 Gores Metropoulos II, Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed September 17, 2021

File No. 333-257726

Dear Messrs. Dunham and Lopez:

 This letter is
sent on behalf of Gores Metropoulos II, Inc. (the “Company”) in response to the comments of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
communicated in its letter dated October 7, 2021 (the “Comment Letter”) regarding the above-referenced filing.

Please note that the Company today filed with the Commission Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Amendment No. 2 to Registration Statement on Form S-4 filed on September 17, 2021

The Business Combination

 Certain Financial Projections
Provided to Our Board

 Non-GAAP Measured Used in the Financial Projections, page 189

1.
 Comment: We note your response to our prior comment 9 and the related changes to your disclosure. Please
expand your discussion of Adjusted Gross Profit (Loss) and Adjusted Gross Margin to state that those measures exclude certain costs directly associated with the operations of Sonder’s buildings and the nature of those costs.

 Messrs. Dunham and Lopez

 October 18,
2021

  Page
 2

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, Sonder has
included on page 190 additional disclosure stating that Adjusted Gross Profit (Loss) and Adjusted Gross Margin exclude certain costs directly associated with the operations of Sonder’s buildings, including (i) channel fees paid to
Online Travel Agencies, (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs.

Sonder Performance for 2021 As Compared to the Financial Projections, page 197

2.
 Comment: We note your response to our prior comment 11 and the related revisions to your disclosure. Please
balance your disclosure by also providing a comparison of forecasted expenses to actual expenses as well as a comparison of forecasted results to annualized results for the six months ended June 30, 2021.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, Sonder has included on page 198 additional disclosure
regarding a comparison of forecasted expenses to actual expenses (Property Level Costs and Other Operating Expenses) as well as additional disclosure regarding a comparison of forecasted results to annualized results for the six months ended
June 30, 2021.

 Sonder Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 331

3.
 Comment: We have considered your responses to our prior comments 13 and 14 and the related changes to your
disclosure. Please explain to us how your current presentation complies with the disclosure requirements of Item 10(e) of Regulation S-K. Specifically, tell us how you have reconciled your measure of Property
Level Profit (Loss) to the most directly comparable GAAP financial measure.

 Response: The Staff’s comment is
noted. Pursuant to the Staff’s request, Sonder has replaced the table on page 331 with the below table which reconciles Loss from operations to Property Level Profit (Loss), as Sonder believes Loss from operations to be the most directly
comparable GAAP financial measure.

 Messrs. Dunham and Lopez

 October 18, 2021

 Page
 3

Three Months Ended June 30,

Six Months Ended June 30,

Years Ended December 31,

2021

2020

2021

2020

2020

2019

 Loss from operations

$
(64,934
)

$
(54,265
)

$
(135,983
)

$
(125,494
)

$
(243,822
)

$
(171,103
)

 Add:

Operations and support

34,889

22,641

60,312

57,704

115,072

105,401

 General and administrative

24,615

15,156

56,764

36,424

77,033

60,894

 Research and development

4,066

3,999

7,385

9,478

17,552

15,737

Sales and marketing

4,888

2,923

7,399

7,297

12,848

7,115

 Less:

Property Level Costs

 Channel fees included in sales and marketing

(3,052
)

(1,262
)

(4,644
)

(5,242
)

(7,734
)

(5,810
)

Customer service, laundry/consumables, maintenance and utilities and insurance included in operations and support

(13,308
)

(6,127
)

(23,229
)

(16,570
)

(33,527
)

(27,856
)

Property Level Profit (Loss)

$
(12,836
)

$
(16,935
)

$
(31,996
)

$
(36,403
)

$
(62,578
)

$
(15,622
)

 Property Level Profit (Loss) Margin

-27.2
%

-89.9
%

-40.6
%

-60.0
%

-54.1
%

-10.9
%

 GAAP rent to Landlord Payments adjustment

$
3,188

$
3,765

$
6,999

$
5,032

$
4916

$
19,177

 GAAP rent to Landlord Payments adjustment margin

6.7
%

20.0
%

8.9
%

8.3
%

4.2
%

13.4
%

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not
hesitate to contact me at (214) 746-7779. Thank you for your time and consideration.

 Sincerely,

/s/ James R. Griffin

 James R. Griffin, Esq.

cc:
 Via E-mail

Andrew McBride

 Kyle C. Krpata,
Esq.

 Mark B. Baudler, Esq.

Andrew D. Hoffman, Esq.

Christina L. Poulsen, Esq.

Jonathan Chan, Esq.

United States securities and exchange commission logo
October 7, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 17, 2021
File No. 333-257726
Dear Mr. McBride:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 7, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed September 17, 2021
The Business Combination
Certain Financial Projections Provided to Our Board
Non-GAAP Measured Used in the Financial Projections, page 189
1.We note your response to our prior comment 9 and the related changes to your disclosure.
Please expand your discussion of Adjusted Gross Profit (Loss) and Adjusted Gross
Margin to state that those measures exclude certain costs directly associated with the
operations of Sonder's buildings and the nature of those costs.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 October 7, 2021 Page 2
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
October 7, 2021
Page 2
Sonder Performance for 2021 As Compared to the Financial Projections, page 197
2.We note your response to our prior comment 11 and the related revisions to your
disclosure.  Please balance your disclosure by also providing a comparison of forecasted
expenses to actual expenses as well as a comparison of forecasted results to annualized
results for the six months ended June 30, 2021.
Sonder Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 331
3.We have considered your responses to our prior comments 13 and 14 and the related
changes to your disclosure.  Please explain to us how your current presentation complies
with the disclosure requirements of Item 10(e) of Regulation S-K.  Specifically, tell us
how you have reconciled your measure of Property Level Profit (Loss) to the most
directly comparable GAAP financial measure.
            You may contact William Demarest at (202) 551-3432 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related matters.
Please contact Christopher Dunham at (202) 551-3783 or James Lopez at (202) 551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James R. Griffin, Esq.

CORRESP
1
filename1.htm

CORRESP

VIA EDGAR

 200 Crescent Court, Suite 300

Dallas, Texas 75201

 +1 214 746 7700
tel

 +1 214 746 7777 fax

September 17, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham, Division of
Corporate Finance, Real Estate & Construction

Re:
 Gores Metropoulos II, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed August 19, 2021

 File No. 333-257726

 Dear Mr. Dunham:

This letter is sent on behalf of Gores Metropoulos II, Inc. (the “Company”) in response to the comments of the Staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated September 7, 2021 (the “Comment Letter”) regarding the above-referenced
filing.

 Please note that the Company today filed with the Commission Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Amendment No. 1 to Registration Statement on Form S-4 filed on August 19, 2021

General

1.
 Comment: We reissue comment 2. Please revise to include a sensitivity analysis in tabular format to show the
potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders. Your analysis should include a range of redemption scenarios, including minimum, maximum and interim
redemption levels. Please also revise your discussion of any limit on the total number of Public Shares that may be redeemed to

 Mr. Christopher Dunham

 September 17, 2021

 Page
 2

clarify whether Sonder’s ability to waive the $500 million Closing Cash condition or other circumstances, including but not limited to additional financing transactions, might allow you
to redeem more shares than currently contemplated by your “maximum redemption scenario.” In this regard we note your revised disclosure on page 130 indicating that more than 15 million Public Shares may be redeemed. If so, revise
throughout your filing to reflect the maximum number of redemptions allowable under your Current Company Certificate, e.g. that you retain net tangible assets in excess of $5,000,000, and revise all of your references to a “maximum redemption
scenario” in order to avoid potential investor confusion.

 Response: The Staff’s comment is noted. Pursuant to
the Staff’s request, the Company has included on pages 17, 18, 19, 118, 119, 120, 164, 165 and 166 of Amendment No. 2 the requested tabular sensitivity analysis disclosing the potential impact of redemptions on stockholder equity, as well
as potential sources of dilution at a range of redemption scenarios. The redemption scenarios the Company has included in its sensitivity analysis are: (i) the no redemption scenario, which assumes that no Class A Stock is redeemed by the
Company’s Public Stockholders; (ii) the illustrative redemption scenario (representing a midpoint between the no redemption scenario and the contractual maximum redemption scenario), which assumes that approximately 7,501,520 shares of
Class A Stock are redeemed by the Company’s Public Stockholders; (iii) the contractual maximum redemption scenario (which, based on the amount of $450,018,248 in the Trust Account as of June 30, 2021, represents the maximum
amount of redemptions that would still enable the Company to have sufficient cash to satisfy the cash closing condition in the Merger Agreement), which assumes that approximately 15,001,216 shares of Class A Stock are redeemed by the
Company’s Public Stockholders; and (iv) the charter redemption limitation scenario (which, based on the amount of 450,018,248 in the Trust Account as of June 30, 2021, represents the maximum amount of redemptions that would still
enable the Company to have sufficient cash to satisfy the provision in the Current Company Certificate that prohibits it from redeeming shares of its Class A Stock in an amount that would result in its failure to have net tangible assets
equaling or exceeding $5,000,001), which assumes that approximately 44,500,020 shares of Class Stock are redeemed by the Company’s Public Stockholders. Further, the Company has included disclosure explaining that in each of the redemption
scenarios included in the tabular sensitivity analysis, the residual equity value owned by non-redeeming stockholders will remain $10.00 per share, but that the implied total equity value of the Company
following the Business Combination (including the PIPE Investment) based on the per share value in each of the redemption scenarios would be (w) $2,939 million in the no redemption scenario, (x) $2,864 million in the illustrative
redemption scenario, (y) $2,789 million in the contractual maximum redemption scenario and (z) $2,494 million in the charter redemption limitation scenario.

In addition, the Company has revised the disclosure on pages 28 and 137 of Amendment No. 2 to disclose that the total number of Public
Shares that may be redeemed under the Current Company Certificate is 44,500,020 Public Shares (based on a value of $10.00 per share), which the Company refers to in Amendment No. 2 as the “charter redemption limitation scenario.”

 Mr. Christopher Dunham

 September 17, 2021

 Page
 3

Accordingly, throughout Amendment No. 2 the Company has revised all references to the “maximum redemption scenario,” which, based on the amount of $450,018,248 in the Trust Account
as of June 30, 2021, represents the maximum amount of redemptions that would still enable the Company to have sufficient cash to satisfy the cash closing condition in the Merger Agreement, to instead refer to as the “contractual maximum
redemption scenario.”

2.
 Comment: Please revise your summary and the dilution risk factor beginning on page 109 to disclose the
cumulative amount of dilution from all possible sources that shareholders who elect not to redeem their shares may experience in connection with the business combination. Please also provide disclosure in connection with your tabular sensitivity
analysis of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed, including any
needed assumptions.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company
has revised the disclosure on pages 69, 70, 114, 115, 116, 117, 118, 119 and 120 to disclose in the summary of Amendment No. 2 and the dilution risk factor the cumulative amount of dilution from all possible sources that stockholders who elect
not to redeem their shares may experience in connection with the Business Combination at each redemption level included in the Company’s tabular sensitivity analysis.

In addition, pursuant to the Staff’s request, the Company has revised the disclosure on pages 17, 18, 19, 118, 119, 120, 164, 165 and 166
to describe in its tabular sensitivity analysis the impact of each significant source of dilution and the associated assumptions at each of the redemption levels included in the analysis table.

3.
 Comment: We note your revision on page 111. Please also revise your summary to quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company on pages 17, 70, 117 and 164 included disclosure
providing a valuation of its Public Warrants based on the price per warrant as of the most recent practicable date prior to the date of the proxy statement/prospectus/consent solicitation statement, assuming 100% of the Class A Stock held by
Public Stockholders is redeemed. Further, the Company has disclosed that if its Class A Stock trades above the exercise price of $11.50 per warrant, the warrants are more likely to be exercised when they become exercisable, and that this will
increase the risk of dilution to non-redeeming stockholders.

4.
 Comment: We note your revision on page 167 that the deferred underwriting fee may represent up to
approximately 5.25% of the value of the cash remaining in the Trust Account. Please revise here and your summary to disclose the maximum aggregate effective underwriting fee on a percentage basis for shares at each redemption level presented in your
sensitivity analysis related to dilution.

 Mr. Christopher Dunham

 September 17, 2021

 Page
 4

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has included disclosure on page 178 and in its sensitivity analysis on pages 18, 19, 119, 120, 165 and 166 to reflect that that the deferred underwriting fee would represent 3.5%, 4.2%, 5.25% and 315.0% of the value of the cash remaining in
the Trust Account assuming the no redemption scenario, the illustrative redemption scenario, the contractual maximum redemption scenario and the charter redemption limitation scenario, respectively.

Letter to Stockholders of Gores Metropoulos II, Inc., page i

5.
 Comment: We note your revision in response to comment 3. Please revise to address the apparent discrepancy
between your estimate of 217,666,300 shares of common stock to be issued in the business combination, excluding up to 14,500,000 Earn Out Shares that may be issued as contingent consideration, and your fee table which registers 243,768,315 shares of
common stock. Please make corresponding revisions with respect to your special voting common stock. If you may issue more shares than you currently estimate, please also quantify the range of shares that you may issue and disclose the factors that
will impact the number of shares ultimately issued.

 Response: The Staff’s comment is noted. Pursuant to the
Staff’s request, the Company has revised the registration fee table to reflect, consistent with other disclosure in Amendment No. 2, that (a) the expected maximum number of shares of Post-Combination Company Common Stock to be issued
in the Business Combination will be 232,160,300 shares (the sum of 217,660,300 shares of Common Stock to be issued in the Business Combination and 14,500,000 Earn Out Shares that may be issued as contingent consideration) and (b) the expected
maximum number of shares of Post-Combination Company Special Voting Common Stock to be issued in the Business Combination will be 37,193,625 shares. The Company has also revised note 6 to the registration fee table on the cover page of the Form
S-4 registration statement to specify that the amount of registration fee with respect to Common Stock reflects the Company’s prior payment of $262,892.79 in connection with the initial filing, as opposed to a lesser amount of registration fee
of $250,374.09 implied by the updated proposed maximum aggregate offering price. The Company respectfully advises the Staff that, pursuant to Rule 457(a) promulgated under the Securities Act, the Company in its initial filing provided a bona fide
estimate of the maximum offering price and the number of securities to be offered has not increased since the initial filing, and as such no additional filing fee should be required.

 Mr. Christopher Dunham

 September 17, 2021

 Page
 5

 Summary

The Business Combination

 Consideration to Sonder
Stockholders in the Business Combination, page 40

6.
 Comment: We note your revision in response to comment 5. Please revise the “Value of Earn Out
Shares” row in your table to reflect the aggregate value of these shares at the then applicable triggering event trading price. For example only, at Triggering Event IV it appears that the value of Earn Out Shares would be approximately
$198.2 million, not approximately $161.9 million as currently disclosed. In this regard we note that multiple triggering events may be coincident, but that footnote (1) discloses that these values are instead calculated at each
successive triggering price. Please similarly revise to disclose “Aggregate Company Stock Consideration” and “Aggregate Consideration” consistent with the then applicable Common Share Price.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 44, 45, 160
and 161 to reflect the aggregate value of the Earn Out Shares at the applicable triggering event trading price, and to make corresponding changes to present the Aggregate Company Stock Consideration and the Aggregate Consideration consistent with
the then applicable Common Share Price.

 Special Meeting of the Stockholders of the Company…

Redemption Rights, page 144

7.
 Comment: We note your revisions that investors must identify the beneficial holder of the shares being
redeemed. Please also either delete or revise the requirement that holders of Public Shares must “check the box on the enclosed proxy card marked ‘Stockholder Certification’ if you are not acting in concert or as a ‘group’
(as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to Public Shares” in order to properly exercise their redemption rights. In this regard we note that your
form of proxy card attached as Exhibit 99.1 does not appear to include such a Stockholder Certification. We also note that neither your initial public offering, nor your amended and restated certificate of incorporation at the time of such offering,
appear to have required investors to certify they were not acting in concert or as a “group” in order to properly redeem their Public Shares.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 29 and 154
of Amendment No. 2 to remove the requirement that holders of Public Shares seeking to redeem such shares must check a certification box on the proxy card enclosed with the proxy statement/prospectus/consent solicitation statement.

The Business Combination

 Certain Engagements in
Connection with the Business Combination..., page 166

8.
 Comment: We note your revision in response to comment 12. Please revise to quantify the transaction fee of
0.75% of the anticipated gross proceeds based on your estimated $200 million PIPE Investment. Please also revise to clarify if both Deutsche Bank and Citigroup would each individually be entitled to a $1.5 million fee in these
circumstances, and/or each at least $1.2 million at a minimum, as it appears. Please separately disclose the aggregate coplacement agent fee for all four agents to avoid investor confusion.

 Mr. Christopher Dunham

 September 17, 2021

 Page
 6

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the
Company has included disclosure on page 178 to clarify that the 0.75% fee to each of the four placement agents represents one-fourth of the 3% gross fee to the placement agents referred to in the proxy
statement/prospectus/consent solicitation statement and that each placement agent is anticipated to receive a transaction fee equal to $1.2 million.

Certain Financial Projections Provided to Our Board

 Non-GAAP Measures Used in the Financial Projections, page 177

9.
 Comment: We note your response to our prior comment 14 and the revisions to your disclosures. Please clarify
for us whether the measures of Adjusted Gross Profit (Loss), Adjusted Gross Margin, Property Level Costs, Property Level Profit (Loss) and Property Level Profit (Loss) Margin exclude projected costs classified as operations and support costs in the
c

United States securities and exchange commission logo
September 7, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 19, 2021
File No. 333-257726
Dear Mr. McBride:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed August 19, 2021
General
1.We reissue comment 2.  Please revise to include a sensitivity analysis in tabular format to
show the potential impact of redemptions on the per share value of the shares owned by
non-redeeming shareholders.  Your analysis should include a range of redemption
scenarios, including minimum, maximum and interim redemption levels.  Please also
revise your discussion of any limit on the total number of Public Shares that may be
redeemed to clarify whether Sonder's ability to waive the $500 million Closing Cash
condition or other circumstances, including but not limited to additional financing
transactions, might allow you to redeem more shares than currently contemplated by your
"maximum redemption scenario."  In this regard we note your revised disclosure on page

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 September 7, 2021 Page 2
 FirstName LastNameAndrew McBride
Gores Metropoulos II, Inc.
September 7, 2021
Page 2
130 indicating that more than 15 million Public Shares may be redeemed.  If so, revise
throughout your filing to reflect the maximum number of redemptions allowable under
your Current Company Certificate, e.g. that you retain net tangible assets in excess of
$5,000,000, and revise all of your references to a "maximum redemption scenario" in
order to avoid potential investor confusion.
2.Please revise your summary and the dilution risk factor beginning on page 109 to disclose
the cumulative amount of dilution from all possible sources that shareholders who elect
not to redeem their shares may experience in connection with the business combination.
Please also provide disclosure in connection with your tabular sensitivity analysis of the
impact of each significant source of dilution, including the amount of equity held by
founders, convertible securities, including warrants retained by redeeming shareholders, at
each of the redemption levels detailed, including any needed assumptions.
3.We note your revision on page 111.  Please also revise your summary to quantify the
value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.
4.We note your revision on page 167 that the deferred underwriting fee may represent up to
approximately 5.25% of the value of the cash remaining in the Trust Account.  Please
revise here and your summary to disclose the maximum aggregate effective underwriting
fee on a percentage basis for shares at each redemption level presented in your sensitivity
analysis related to dilution.
Letter to Stockholders of Gores Metropoulos II, Inc., page i
5.We note your revision in response to comment 3.  Please revise to address the apparent
discrepancy between your estimate of 217,666,300 shares of common stock to be issued in
the business combination, excluding up to 14,500,000 Earn Out Shares that may be issued
as contingent consideration, and your fee table which registers 243,768,315 shares of
common stock.  Please make corresponding revisions with respect to your special voting
common stock.  If you may issue more shares than you currently estimate, please also
quantify the range of shares that you may issue and disclose the factors that will impact
the number of shares ultimately issued.
Summary
The Business Combination
Consideration to Sonder Stockholders in the Business Combination, page 40
6.We note your revision in response to comment 5.  Please revise the "Value of Earn Out
Shares" row in your table to reflect the aggregate value of these shares at the then
applicable triggering event trading price.  For example only, at Triggering Event IV it
appears that the value of Earn Out Shares would be approximately $198.2 million, not
approximately $161.9 million as currently disclosed.  In this regard we note that multiple
triggering events may be coincident, but that footnote (1) discloses that these values are

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 September 7, 2021 Page 3
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
September 7, 2021
Page 3
instead calculated at each successive triggering price.  Please similarly revise to
disclose "Aggregate Company Stock Consideration" and "Aggregate Consideration"
consistent with the then applicable Common Share Price.
Special Meeting of the Stockholders of the Company...
Redemption Rights, page 144
7.We note your revisions that investors must identify the beneficial holder of the shares
being redeemed.  Please also either delete or revise the requirement that holders of Public
Shares must "check the box on the enclosed proxy card marked 'Stockholder Certification'
if you are not acting in concert or as a 'group' (as defined in Section 13d-3 of the
Exchange Act) with any other stockholder with respect to Public Shares" in order to
properly exercise their redemption rights.  In this regard we note that your form of proxy
card attached as Exhibit 99.1 does not appear to include such a Stockholder Certification.
We also note that neither your initial public offering, nor your amended and restated
certificate of incorporation at the time of such offering, appear to have required investors
to certify they were not acting in concert or as a "group" in order to properly redeem their
Public Shares.
The Business Combination
Certain Engagements in Connection with the Business Combination..., page 166
8.We note your revision in response to comment 12.  Please revise to quantify the
transaction fee of 0.75% of the anticipated gross proceeds based on your estimated $200
million PIPE Investment.  Please also revise to clarify if both Deutsche Bank and
Citigroup would each individually be entitled to a $1.5 million fee in these circumstances,
and/or each at least $1.2 million at a minimum, as it appears.  Please separately disclose
the aggregate co-placement agent fee for all four agents to avoid investor confusion.
Certain Financial Projections Provided to Our Board
Non-GAAP Measures Used in the Financial Projections, page 177
9.We note your response to our prior comment 14 and the revisions to your disclosures.
Please clarify for us whether the measures of Adjusted Gross Profit (Loss), Adjusted
Gross Margin, Property Level Costs, Property Level Profit (Loss) and Property Level
Profit (Loss) Margin exclude projected costs classified as operations and support costs in
the consolidated historical Sonder Holdings Inc. financial statements.  To the extent
operations and support costs have been excluded from these measures, please expand your
disclosure to highlight the fact these costs have been excluded, their importance to the
ongoing operations of your business, and the significance of these costs compared to
projected revenue and profit measures.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 September 7, 2021 Page 4
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
September 7, 2021
Page 4
Material Assumptions Underlying the Financial Projections, page 178
10.Please expand your disclosure to provide more detail regarding each of the assumptions
and your basis for such assumptions.  In your revised disclosure, please consider
providing the actual assumptions used to prepare your projections (e.g. number of live
units, contracted units, RevPar).
Sonder Performance for 2021 As Compared to the Financial Projections, page 180
11.We note your disclosure that annualized results for the quarters ended March 31, 2021 and
June 30, 2021 have outperformed your financial projections.  Please expand your
disclosure to provide more context around this statement and elaborate on what portions
of operations over or underperformed your financial projections.  For instance, we note
that annualized year over year revenue growth for 2021 has been approximately 30%
compared to projected revenue growth of 50.6%.  Additionally, please revise your
disclosure to provide more information around how you have made this comparison given
footnote 2 to your table on page 177 which seems to indicate that projections were
prepared for three quarters of 2021 and not an entire year.
Material U.S. Federal Income Tax Considerations of the Business Combination, page 192
12.We note your revisions in response to comment 15 and reissue the comment.  Please
revise here and on page 61 to disclose the material federal income tax considerations for
Public Stockholders that elect not to redeem their shares.  In this regard we note that your
disclosure on page 199 relates to U.S. Holders of Sonder Stock.  Please also direct
Sonder's counsel to revise its opinion attached as Ex. 8.1 to opine on the specific tax issue
on which counsel is opining, as a description of law is not sufficient, as well as to explain
why it cannot give a "will" opinion and to describe the degree of uncertainty in the
opinion.  Refer to Section III of Staff Legal Bulletin No. 19 for guidance.
Sonder Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted Gross Profit (Loss) and Adjusted Gross Margin, page 312
13.We note your response to prior comment 17 and continue to believe that your Landlord
Payment adjustment results in presenting a non-GAAP measure that substitutes
individually tailored recognition and measurement methods.  Please revise your non-
GAAP measure to remove this adjustment.  Refer to Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations.
14.We note your response to prior comment 18.  It appears that costs related to guest-facing
functions and variable expenses associated with guest units would be direct costs
necessary to generate revenue.  Please clarify why you believe it is appropriate to exclude
such costs from your calculation of gross profit.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 September 7, 2021 Page 5
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
September 7, 2021
Page 5
Description of Securities
Warrants
Public Warrants, page 353
15.We note your revisions in response to comment 1.  We also note that you can redeem the
public warrants when the shares of Class A Stock are trading at a price starting at $10.00.
Please revise to highlight the material risks to public warrant holders of your ability to
redeem public warrants for Class A stock if the last reported sale price equals or exceeds
$10.00 per share and clarify whether recent common stock trading prices exceed this
threshold.  Please further revise your discussion on the interest of certain persons in the
business combination, including on pages 55 and 181, to address the differences between
private and public warrants and the material risks therefrom.  In this regard we note that
your private warrants are not redeemable and may be exercised on a "cashless basis,"
whereas public warrants are redeemable and may only be exercised on a cashless basis if
you call the public warrants for redemption and require any holder to exercise its public
warrants on a "cashless basis."
Exhibits
16.The consent of Deloitte & Touche LLP filed as Exhibit 23.2 references their report dated
August 19, 2021, relating to the financial statements of Sonder Holdings Inc.
However, their report relating to the financial statements of Sonder Holdings Inc.,
appearing on page F-63 is dated July 6, 2021.  Please obtain and file an updated consent
from Deloitte & Touche LLP to correct for this discrepancy.
            You may contact William Demarest at (202) 551-3432 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related matters.
Please contact Christopher Dunham at (202) 551-3783 or Brigitte Lippmann at (202) 551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James R. Griffin, Esq.

CORRESP
1
filename1.htm

CORRESP

VIA EDGAR

 200 Crescent Court, Suite 300

Dallas, Texas 75201

 +1 214 746 7700
tel

 +1 214 746 7777 fax

August 19, 2021

 James R. Griffin

+1 214 746 7779

James.Griffin@weil.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christopher Dunham, Division of
Corporate Finance, Real Estate & Construction

 Re: Gores Metropoulos II, Inc.

Registration Statement on Form S-4

Filed July 7, 2021

 File No. 333-257726

 Dear Mr. Dunham:

This letter is sent on behalf of Gores Metropoulos II, Inc. (the “Company”) in response to the comments of the Staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated August 3, 2021 (the “Comment Letter”) regarding the above-referenced filing.

 Please note that the Company today filed with the Commission Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”) reflecting, among other things, the revisions set forth below.

For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the
Comment Letter, and we have set forth below, in bold, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.

Registration Statement on Form S-4 filed on July 7, 2021

General

 Mr. Christopher Dunham

 August 19, 2021

 Page
 2

1.
 Comment: Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants, when discussing the interest of certain persons in the business combination. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public
warrants. Please also disclose in an appropriate section the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 122,
123 and 354 to reflect the Staff’s comment.

2.
 Comment: We note your disclosure, including on page 63, that your Public Stockholders will experience
dilution. Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of
redemption scenarios, including the redemption levels provided on pages 176 and 177, as well as the maximum redemption allowable under the Current Company Certificate, given that Sonder may waive the $500 million Closing Cash condition. Please
also:

•
 Disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares
may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions;

•
 Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks; and

•
 Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each
redemption level presented in your sensitivity analysis related to dilution. In this regard we note that it appears that underwriting fees remain constant and are not adjusted based on redemptions.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 109,
110, 111, 112, 130 and 167 to reflect the Staff’s comment.

 Letter to Stockholders of Gores Metropoulos II, Inc., page i

3.
 Comment: Please disclose the estimated number of shares of common stock and special voting common stock to
be issued in the business combination. See Item 1 of Form S-4.

 Response: The
Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages ii and iii to reflect the Staff’s comment.

 Mr. Christopher Dunham

 August 19, 2021

 Page
 3

 Summary, page 35

4.
 Comment: Please revise your Summary to disclose Sonder’s history of revenues and net losses since
inception, as well as its accumulated deficit as of a recent date. Refer to Instruction to Item 503(a) of Regulation S-K for guidance. Please also quantify Sonder’s history of net losses on page 63.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the
disclosure on page 35 to indicate that Sonder has had a history of net losses since inception and Sonder’s accumulated deficit as of June 30, 2021.

Pursuant to the Staff’s request, the Company has revised the disclosure on page 64 to quantify Sonder’s history of net losses.

 The Business Combination

 Consideration to Sonder
Stockholders in the Business Combination, page 39

5.
 Comment: Briefly summarize the material terms of the earn out, including its triggers at various price
thresholds for your Common Shares and the period of time that it will be in effect, as well as the material impacts on Public Stockholders of the earn out and any Earn Out Shares. Please also disclose the ownership percentages of Public Stockholders
and Sonder Stockholders in the Post-Combination Company in the event that all Earn Out Shares are issued.

 Response:
The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 40 and 41 to reflect the Staff’s comment.

Sonder Solicitation of Written Consents

 Record Date;
Sonder Stockholders Entitled to Consent, page 53

6.
 We note your disclosure that as of April 29, 2021, there were 105,490,345 shares outstanding of Sonder
capital stock eligible to consent with respect to the Sonder Proposal. Please either revise or explain as your enumerated list identifying various securities which this figure “consist[s] of” indicates there may have been as many as
157,468,179 shares outstanding.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request,
the Company has revised the disclosure on pages 62 and 135 to reflect the Staff’s comment.

 Interests of Certain Persons in the Business
Combination

 Mr. Christopher Dunham

 August 19, 2021

 Page
 4

 Interests of the Company Initial Stockholders and the Company’s Other Current Officers and Directors,
page 54

7.
 Comment: It appears that the sponsor and certain directors may receive additional securities pursuant to an
antidilution adjustment based on the PIPE Investment. Please quantify the number and value of securities the sponsor and certain directors may receive. In addition, disclose the ownership percentages in the company before and after the PIPE
Investment to highlight dilution to public stockholders.

 Response: The Staff’s comment is noted. Pursuant to
the Staff’s request, the Company has revised the disclosure on pages 20, 55, 107, 141, 181 and 258 to reflect the Staff’s comment. The Company respectfully advises the Staff that all conversion price adjustment rights (i.e.,
anti-dilution adjustment rights) granted to holders of Class F Stock under the Current Company Certificate were waived by the Initial Stockholders at signing. Therefore, Class F Shares held by the Initial Stockholders will convert on a one-for-one basis in connection with the consummation of the Business Combination (including the PIPE Investment). Ownership percentages in the Company before and after the
PIPE Investment are reflected in the “Before the Business Combination” and “After the Business Combination” columns of the beneficial ownership table, located on pages [394 and 395], as the PIPE Investment is a
component of (and will occur substantially at the same time as) the consummation of the Business Combination.

8.
 Comment: Please disclose whether the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 20, 55,
107, 141, 181 and 258 to reflect the Staff’s comment.

9.
 Comment: Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its
affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material. Please also disclose whether you will pay your Sponsor or its affiliates any
finder’s fee, consulting fee, or other compensation in connection with this transaction in light of your disclosure on pages 253 and 374.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 22, 57,
108, 109, 142, 183, 259, 260, 385 and 386 to reflect the Staff’s comment.

 Mr. Christopher Dunham

 August 19, 2021

 Page
 5

 Risk Factor Summary

Risks Related to the Company and the Business Combination, page 64

10.
 Comment: Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 22, 57,
108, 109, 142, 183, 259 and 260 to reflect the Staff’s comment.

 Risk Factors, page 71

11.
 Comment: Disclose the material risks to unaffiliated investors presented by taking the company public
through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the
disclosure on pages 65, 106 and 107 to reflect the Staff’s comment.

 The Business Combination

Certain Engagements in Connection with the Business Combination and Related Transactions, page 160

12.
 Comment: We note that both Deutsche Bank and Citigroup performed additional services after the IPO and part
of the IPO underwriting fee was deferred and conditioned on completion of a business combination. Please also quantify the aggregate fees payable to Deutsche Bank and Citigroup for these additional services after the IPO, for example in connection
with the Potential Private Placement, and disclose whether they are contingent on completion of the business combination.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on page 167 to
reflect the Staff’s comment.

 Mr. Christopher Dunham

 August 19, 2021

 Page
 6

 Certain Financial Projections Provided to Our Board, page 169

13.
 Comment: On page 170 you describe various matters underlying the projections in which Sonder’s
management made significant assumptions with respect to general business, economic, market, regulatory and financial conditions. Please explain in more detail the material assumptions underlying the projections and the limitations of the
projections. In addition, disclose whether your projections are in line with historic operating trends, and if not, address why the change in trends is appropriate or assumptions are reasonable. In your revised disclosure, please discuss how your
projections compare to actual annualized experience for the quarter ended March 31, 2021.

 Response: The
Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 178, 179 and 180 to reflect the Staff’s comment.

Additionally, pursuant to the Staff’s request, the Company has revised the disclosure beginning on page 180 to reflect the
Staff’s comment regarding how Sonder’s projections compare to actual annualized experience for the quarter ended March 31, 2021 and the quarter ended June 30, 2021.

14.
 We note that your projections are based on several non-GAAP
measures. Please revise your disclosure to include a narrative discussion of how each of these measures are calculated.

Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the disclosure on pages 177 and
178 to reflect the Staff’s comment.

 Material U.S. Federal Income Tax Considerations of the Business Combination, page 183

15.
 Comment: Please revise here and on page 60 to describe the federal income tax consequences of the entire
transaction, including the merger, and not just the federal income tax consequences of redemptions, as the Public Stockholders will be making an investment decision whether or not to redeem their shares. See Item 4(a)(6) of Form S-4. In this regard we note disclosures throughout your prospectus that the parties only “intend” the mergers to be treated as a reorganization within the meaning of Section 368(a) of the U.S. Tax
Code. If the merger will not be taxable to shareholders, please file a tax opinion as an exhibit to the registration statement. For guidance, please see Section III of Staff Legal Bulletin No. 19, which is available on our website.

 Response: The Staff’s comment is noted. Pursuant to the Staff’s request, the Company has revised the
disclosure on pages 61, 192 and 199 to reflect the Staff’s comment. In addition, the Company is filing a form of opinion of Sonder’s counsel related to certain U.S. tax matters as Exhibit 8.1 to the Registration Statement on Form S-4.

 Mr. Christopher Dunham

 August 19, 2021

 Page
 7

 Management of the Company

Conflicts of Interest, page 248

16.
 Comment: We note your Current Company Certificate waived the corporate opportunities doctrine. Please
address whether it impacted your search for an acquisition target.

 Response: The Staff’s comment is noted.
Pursuant to the Staff’s request, the Company has revised the disclosure on page 155 to reflect the Staff’s comment.

 Sonder
Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Non-GAAP
Financial Measures

 Adjusted Gross (Loss) Profit and Adjusted Gross Margin, page 303

17.
 Comment: We note your Landlord Payment adjustment is designed to reflect abatements from real estate owners
at the time it is utilized rather than on a straight line basis as required by GAAP. Please tell us how you considered Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations in determining
the propriety of this adjustment.

 Response: The Staff’s comment is noted. For the reasons provided below,
however, Sonder respectfully submits that the inclusion of adjustments in its non-GAAP financial measures related to abatements from real estate owners is neither an individually tailored recognition and
measure method in violation of Rule 100(b) of Regulation G nor inconsistent with the Staff’s guidance in Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations (“Question
100.04”).

 As disclosed in the S-4 registration statement, Sonder tracks certain non-Generally Accepted Accounting Principles (“non-GAAP”) financial measures to evaluate its performance, identify trends, formulate financial projections and make
strategic decisions. Sonder believes that the non-GAAP financial measures it uses provide useful information to investors an

United States securities and exchange commission logo
August 3, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Registration Statement on Form S-4
Filed July 7, 2021
File No. 333-257726
Dear Mr. McBride:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed July 7, 2021
General
1.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants, when discussing the interest of certain
persons in the business combination.  Clarify whether recent common stock trading prices
exceed the threshold that would allow the company to redeem public warrants.  Please
also disclose in an appropriate section the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
2.We note your disclosure, including on page 63, that your Public Stockholders will
experience dilution.  Revise your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders by including a

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 August 3, 2021 Page 2
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
August 3, 2021
Page 2
sensitivity analysis showing a range of redemption scenarios, including the redemption
levels provided on pages 176 and 177, as well as the maximum redemption allowable
under the Current Company Certificate, given that Sonder may waive the $500 million
Closing Cash condition.  Please also:

•Disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by founders, convertible securities, including warrants retained
by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions;
•Quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any
material resulting risks; and
•Revise your disclosure to disclose the effective underwriting fee on a percentage
basis for shares at each redemption level presented in your sensitivity analysis related
to dilution.  In this regard we note that it appears that underwriting fees remain
constant and are not adjusted based on redemptions.
Letter to Stockholders of Gores Metropoulos II, Inc., page i
3.Please disclose the estimated number of shares of common stock and special voting
common stock to be issued in the business combination.  See Item 1 of Form S-4.
Summary
Sonder, page 35
4.Please revise your Summary to disclose Sonder's history of revenues and net losses since
inception, as well as its accumulated deficit as of a recent date.  Refer to Instruction to
Item 503(a) of Regulation S-K for guidance.  Please also quantify Sonder's history of net
losses on page 63.
The Business Combination
Consideration to Sonder Stockholders in the Business Combination, page 39
5.Briefly summarize the material terms of the earn out, including its triggers at various price
thresholds for your Common Shares and the period of time that it will be in effect, as well
as the material impacts on Public Stockholders of the earn out and any Earn Out Shares.
Please also disclose the ownership percentages of Public Stockholders and Sonder
Stockholders in the Post-Combination Company in the event that all Earn Out Shares are
issued.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 August 3, 2021 Page 3
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
August 3, 2021
Page 3
Sonder Solicitation of Written Consents
Record Date; Sonder Stockholders Entitled to Consent, page 53
6.We note your disclosure that as of April 29, 2021, there were 105,490,345 shares
outstanding of Sonder capital stock eligible to consent with respect to the Sonder
Proposal.  Please either revise or explain as your enumerated list identifying various
securities which this figure "consist[s] of" indicates there may have been as many
as 157,468,179 shares outstanding.
Interests of Certain Persons in the Business Combination
Interests of the Company Initial Stockholders and the Company's Other Current Officers and
Directors, page 54
7.It appears that the sponsor and certain directors may receive additional securities pursuant
to an antidilution adjustment based on the PIPE Investment.  Please quantify the number
and value of securities the sponsor and certain directors may receive.  In addition, disclose
the ownership percentages in the company before and after the PIPE Investment to
highlight dilution to public stockholders.
8.Please disclose whether the sponsor and its affiliates can earn a positive rate of return on
their investment, even if other SPAC shareholders experience a negative rate of return in
the post-business combination company.
9.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.  Please also
disclose whether you will pay your Sponsor or its affiliates any finder's fee, consulting
fee, or other compensation in connection with this transaction in light of your disclosure
on pages 253 and 374.
Risk Factor Summary
Risks Related to the Company and the Business Combination, page 64
10.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
Risk Factors, page 71
11.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 August 3, 2021 Page 4
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
August 3, 2021
Page 4
The Business Combination
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 160
12.We note that both Deutsche Bank and Citigroup performed additional services after the
IPO and part of the IPO underwriting fee was deferred and conditioned on completion of a
business combination.  Please also quantify the aggregate fees payable to Deutsche Bank
and Citigroup for these additional services after the IPO, for example in connection with
the Potential Private Placement, and disclose whether they are contingent on completion
of the business combination.
Certain Financial Projections Provided to Our Board, page 169
13.On page 170 you describe various matters underlying the projections in which Sonder's
management made significant assumptions with respect to general business, economic,
market, regulatory and financial conditions.  Please explain in more detail the material
assumptions underlying the projections and the limitations of the projections.  In addition,
disclose whether your projections are in line with historic operating trends, and if not,
address why the change in trends is appropriate or assumptions are reasonable.  In your
revised disclosure, please discuss how your projections compare to actual annualized
experience for the quarter ended March 31, 2021.
14.We note that your projections are based on several non-GAAP measures.  Please revise
your disclosure to include a narrative discussion of how each of these measures are
calculated.
Material U.S. Federal Income Tax Considerations of the Business Combination, page 183
15.Please revise here and on page 60 to describe the federal income tax consequences of the
entire transaction, including the merger, and not just the federal income tax consequences
of redemptions, as the Public Stockholders will be making an investment decision whether
or not to redeem their shares.  See Item 4(a)(6) of Form S-4.  In this regard we note
disclosures throughout your prospectus that the parties only "intend" the mergers to be
treated as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code.  If
the merger will not be taxable to shareholders, please file a tax opinion as an exhibit to the
registration statement.  For guidance, please see Section III of Staff Legal Bulletin No. 19,
which is available on our website.
Management of the Company
Conflicts of Interest, page 248
16.We note your Current Company Certificate waived the corporate opportunities doctrine.
Please address whether it impacted your search for an acquisition target.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 August 3, 2021 Page 5
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
August 3, 2021
Page 5
Sonder Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted Gross (Loss) Profit and Adjusted Gross Margin, page 303
17.We note your Landlord Payment adjustment is designed to reflect abatements from real
estate owners at the time it is utilized rather than on a straight line basis as required by
GAAP.  Please tell us how you considered Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations in determining the propriety of this adjustment.
18.Please tell us the types of expenses included in "operations and support" in your
condensed consolidated statements of operations and explain to us why these amounts
have not been included in your calculation of gross profit.
Executive Compensation
Summary Compensation Table, page 332
19.If material, please describe the terms of the COVID-19 related salary reductions
referenced in footnote (1).  Refer to Item 402(o) of Regulation S-K for guidance.
Description of Securities
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Provisions
Exclusive Forum, page 350
20.We note that the exclusive forum provision in the Amended and Restated Bylaws attached
as Annex C provides that the federal district courts of the United States will be the sole
and exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act.  Please revise here and on page 110 to address any uncertainty
about enforceability.  In this regard we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Beneficial Ownership of Securities
Beneficial Ownership of Company Securities, page 382
21.Please revise your beneficial ownership table to also include the post-combination special
voting common stock, i.e. all "Post-Combination Company Stock."  In this regard we note
your disclosure on page 340 that the holders of Common Stock and Special Voting
Common Stock will at all times vote together as one class on all matters submitted to a
vote of stockholders.  We also note that the Sonder Canada Exchangeable Shares will be
exchangeable for Common Stock upon the completion of the First Merger, that the
Special Voting Stock enables the holders of Exchangeable Shares to exercise voting rights
prior to any exchange for Common Stock, and that the Special Voting Stock must be
redeemed upon the occurrence of an exchange of Exchangeable Shares.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 August 3, 2021 Page 6
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
August 3, 2021
Page 6
22.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact William Demarest at (202) 551-3432 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related
matters.  Please contact Christopher Dunham at (202) 551-3783 or Brigitte Lippmann at (202)
551-3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James R. Griffin, Esq.

CORRESP
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CORRESP

 Gores Metropoulos II, Inc.

6260 Lookout Road

 Boulder, CO
80301

 January 15, 2021

 VIA
EDGAR

 Jonathan Burr

 Office of Real Estate &
Construction

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street NE

 Washington, D.C.
20549-3561

Re:
 Gores Metropoulos II, Inc. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-251663)

 Dear Mr. Burr:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the
Company’s Registration Statement on Form S-1 (File No. 333-251663), as thereafter amended and supplemented from time to time, be accelerated by the Securities
and Exchange Commission (the “Commission”) to 4:00 p.m. Washington D.C. time on January 19, 2021 or as soon as practicable thereafter.

The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the
proposed public offering of the securities specified in the above registration statement.

 The Company acknowledges that should the
Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company
acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310-8849 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Gores Metropoulos II, Inc.

By:

/s/ Alec Gores

Name:

Alec Gores

Title:

Chief Executive Officer

cc:
 Weil, Gotshal & Manges LLP

Heather Emmel, Esq.

Ropes & Gray LLP

 Paul
D. Tropp, Esq.

 Christopher J. Capuzzi, Esq.

CORRESP
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filename1.htm

CORRESP

 Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

Citigroup Global Markets Inc.

 388 Greenwich Street

New York, NY 10013

 January 15, 2021

VIA EMAIL & EDGAR

 Office of Real
Estate & Construction

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

Washington, D.C. 20549-3561

 Re: Gores Metropoulos II, Inc. (the
“Company”)

 Registration Statement on Form S-1 (Registration
No. 333-251663)

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, for itself and as representatives of any other underwriters, hereby joins the request of Gores Metropoulos II, Inc. that the effectiveness for the above-captioned Registration Statement on Form
S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on January 19,
2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of
the Company’s Preliminary Prospectus dated January 13, 2021:

(i)
 Dates of distribution: January 15, 2021 and January 18, 2021

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 2

(iii)
 Number of prospectuses expected furnished to underwriters, dealers, institutions and others: approximately 100

 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

 DEUTSCHE BANK SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

Acting severally on behalf of themselves and the several Underwriters

Deutsche Bank Securities Inc.

By:

 /s/ Ravi Raghunathan

Name:

Ravi Raghunathan

Title:

Managing Director

By:

 /s/ Brandon Sun

Name:

Brandon Sun

Title:

Director

Citigroup Global Markets Inc.

By:

 /s/ John Eydenberg

Name:

John Eydenberg

Title:

Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Weil, Gotshal & Manges LLP

767 Fifth Avenue

 New York, New
York 10153

 (212) 310-8000

FAX: (212) 310-8007

January 13, 2021

 VIA EDGAR TRANSMISSION

 Office of Real Estate & Construction

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Washington, D.C. 20549-3561

Re:
 Gores Metropoulos II, Inc.

Registration Statement on Form S-1

Filed December 23, 2020

File No. 333-251663

Ladies and Gentlemen:

 On behalf
of our client, Gores Metropoulos II, Inc. a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated January 4, 2021, relating to the Registration Statement on Form S-1 of the Company (File
No. 333-251663) submitted with the Commission on December 23, 2020. We are concurrently filing via EDGAR amendment no.1 to the Registration Statement (“Amendment
No. 1”). The changes reflected in Amendment No. 1 include those made in response to the Staff’s comment and other changes intended to update, clarify and render more complete the information set forth therein.

 Set forth below is the Company’s response to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced
below in bold and is followed by the Company’s response.

 Exhibits

1.
 We note you have a fiscal year end of December 31 and you have previously provided audited financial
statements as of August 13, 2020 and for the period from July 21, 2020 (inception) through August 13, 2020. Please tell us how you determined it would be appropriate to update audited financial statements as of and through
December 15, 2020.

 Securities and Exchange Commission

January 13, 2021

 Page 2

The Company acknowledges the Staff’s comment and has revised Amendment No. 1 to the Registration Statement to reflect audited
financial statements as of and through December 31, 2020.

*                *
         *                *                *

 Please contact the undersigned at (212) 310-8849 if you have any questions or need further
information.

Sincerely yours,

/s/ Heather Emmel

Heather Emmel

cc:
 Alec Gores

Chairman

 Gores Metropoulos II,
Inc.

 Peter McPhun, SEC

Shannon Menjivar, SEC

 Jonathan
Burr, SEC

 Pamela Long, SEC

Securities and Exchange Commission

Paul D. Tropp, Esq.

 Christopher
Capuzzi, Esq.

 Ropes & Gray LLP

 2

United States securities and exchange commission logo
January 4, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Rd.
Boulder, CO 80301
Re:Gores Metropoulos II, Inc.
Registration Statement on Form S-1
Filed December 23, 2020
File No. 333-251663
Dear Mr. McBride:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed December 23, 2020
Index to Financial Statements, page F-1
1.We note you have a fiscal year end of December 31 and you have previously provided
audited financial statements as of August 13, 2020 and for the period from July 21,
2020 (inception) through August 13, 2020. Please tell us how you determined it would be
appropriate to update audited financial statements as of and through December 15, 2020.

 FirstName LastNameAndrew McBride
 Comapany NameGores Metropoulos II, Inc.
 January 4, 2021 Page 2
 FirstName LastName
Andrew McBride
Gores Metropoulos II, Inc.
January 4, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction