Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 21, 2025, Sonder Holdings Inc. (the "Company") received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, based upon Nasdaq's review of the Company's Market Value of Publicly Held Shares ("MVPHS") for the last thirty (30) consecutive business days prior to the date of the Notice, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(3)(C) (the "Listing Rule"), which requires listed securities to maintain a minimum MVPHS of $15,000,000. The Notice stated that the Company had 180 calendar days, or until April 20, 2026, to regain compliance with the Listing Rule by maintaining a MVPHS of $15,000,000 for a minimum of ten (10) consecutive business days. The Notice has no immediate effect on the listing or trading of the Company's common stock or publicly traded warrants on the Nasdaq Global Select Market.