Sonder Holdings Inc.
11/14/2025 | Press release | Distributed by Public on 11/14/2025 14:58
Bankruptcy, Regulation FD Disclosure, Acceleration/Increase of Financial Obligation, Termination of Material Agreement, Financial Obligation (Form 8-K)
Item 1.02 Termination of a Material Definitive Agreement.
On November 7, 2025, Sonder Holdings Inc. (the "Company") received written notice from Marriott International, Inc. and Global Hospitality Licensing S.À R.L (together, "Marriott") stating Marriott's intention to terminate the License Agreement, dated August 13, 2024 (the "License Agreement"), between Marriott and the Company, effective immediately.
Under the License Agreement, the Company's portfolio of properties joined the Marriott system under a collection called "Sonder by Marriott Bonvoy" and became available for booking on Marriott's digital platforms, including Marriott.com and the Marriott Bonvoy mobile app. Under the License Agreement, the Company also gained access to Marriott's global sales and marketing capabilities and distribution platform.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on August 19, 2024 and is incorporated by reference herein.
Item 1.03 Bankruptcy or Receivership.
Voluntary Petition for Bankruptcy
On November 14, 2025 (the "Petition Date"), the Company and certain of its direct and indirect subsidiaries (collectively, the "Company Parties") filed voluntary petitions to commence proceedings under chapter 7 (the "Proceedings") of title 11 of the United States Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking approval to jointly administer the Proceedings under the caption "In re: Sonder Holdings Inc., et al."
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Proceedings constitutes an event of default that accelerated the Company's obligations under the following credit facilities:
i.that certain Note and Warrant Purchase Agreement, dated as of December 10, 2021 (as amended through and most recently by that certain Consent and Seventh Omnibus Amendment, dated as of August 5, 2025, and as may be further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2021 NPA"), by and among the Company Parties and the investors party thereto from time to time;
ii.that certain Note and Warrant Purchase Agreement, dated as of August 5, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2025 NPA"), by and among the Company Parties and the investors party thereto from time to time; and
iii.that certain Loan Agreement, dated as of August 5, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "2025 Marriott Loan Agreement"), by and among the Company Parties, Marriott International, Inc. as administrative agent and collateral agent and the lenders party thereto from time to time.
As of June 30, 2025, the Company had an aggregate of approximately $205.6 million principal amount outstanding under the 2021 NPA. As of August 5, 2025, the Company had an aggregate of approximately $24.54 million principal amount outstanding under the 2025 NPA. As of October 31, 2025, the Company had an aggregate of approximately $5.3 million principal amount outstanding under the 2025 Marriott Loan Agreement. The 2021 NPA, 2025 NPA and 2025 Marriott Loan Agreement provide for increases in the rates of interest under the respective agreements as a result of the event of default.
In accordance with Section 362 of the Bankruptcy Code, the filing of the Proceedings created an automatic injunction or "stay" of most actions worldwide against the Company Parties or their property-including actions to (a) collect or enforce "prepetition" claims or debts (i.e., claims or debts arising prior to the Petition Date), (b) commence or continue litigation (or any legal proceeding) that could have been commenced prepetition, or (c) exercise control over any of the Company Parties' property. This automatic stay is subject to certain statutory exceptions (for example, governmental authorities may determine to continue actions brought under their police and regulatory powers). Otherwise, the automatic stay remains in force unless and until the Bankruptcy Court modifies it or lifts it-typically upon the motion of a party in interest.
Item 7.01 Regulation FD Disclosure.
Nasdaq Delisting Notice
The Company expects to receive a notice from The Nasdaq Stock Market ("Nasdaq") that the Common Stock, $0.0001 par value per share, of the Company (the "Common Stock") no longer meets the eligibility requirements necessary for listing pursuant to Nasdaq Listing Rule 5110(b) as a result of the Proceedings. If the Company receives such notice, the Company does not intend to appeal Nasdaq's determination and, therefore, it is expected that its Common Stock will be delisted.
Additional Information on the Proceedings
U.S. Bankruptcy Court filings and other information related to the Proceedings are available for a fee at the U.S. Bankruptcy Court's website. The documents and other information available via website or elsewhere are not part of this Report and shall not be deemed incorporated herein.
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