Company registration number 12332253 (England and Wales)
SONDER INTERNATIONAL HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
SONDER INTERNATIONAL HOLDINGS LTD
COMPANY INFORMATION
Directors
K Potter
(Appointed 9 January 2024)
A Bowen
(Appointed 12 April 2024)
Secretary
Intertrust (UK) Limited
Company number
12332253
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
Accountants
PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
Bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5 HP
SONDER INTERNATIONAL HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
SONDER INTERNATIONAL HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of a holding company.

Review of the business

The results of the company are shown on page 9. The company was incorporated on 25 November 2019. The loss for the year has been included in these financial statements for $118,272 (2021: loss of $208,992).

Principal risks and uncertainties

As a holding company, the principal risk facing the Company is that the value of its investment assets falls below the value of its liabilities. In order to mitigate this risk, the Company will exert its indirect controlling interest in the underlying investee companies with the goal of maintaining and increasing the value of the investments.

Future Developments

The Company's principal activity is to hold investments. The directors do not expect any significant change to the Company's activities to occur in the following financial year.

Key performance indicators

The company's primary role is an intermediate holding company and as such has no material trading activities and therefore there are no key performance areas.

Section 172 (1) statement

Sonder International Holdings Ltd is a UK based subsidiary of Sonder Holdings Inc (the "Group"). The company is a special purpose company created to hold the Group's investments in Europe and the Middle East. In identifying key stakeholders and ensuring that their needs are considered in decision-making, the Company follows the policies, procedures and governance arrangements of the Group.

In performing their duties under section 172, the directors of the Company have had regard to the matters set out in section 172(1) as follows:

 

Shareholder

The directors of the Company are officers of the Group and ensure that any long-term decisions are in line with the Group's long-term goals as set in the Group's plan.

 

Employees

The Company does not have any employees of its own; instead, its workforce is provided under the Group. The Company's directors are in ongoing contact with the workforce, allowing them to understand and action any concerns and feedback on ad-hoc basis.

 

Customers, suppliers and business contacts

As a holding company the Company has no customers. The Company's suppliers are primarily the Group's subsidiaries, with which it is in ongoing contact to understand their requirements and collaborate effectively.

Other information and explanations

The directors understand the importance of compliance and seeks to ensure the Company develops and maintains transparent, collaborative and professional relationships with tax authorities and regulators. The Company expects the highest standards of integrity from its officers and service providers and seeks to comply with relevant tax legislation and regulations.

SONDER INTERNATIONAL HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -

On behalf of the board

.............................................
K Potter
Director
Date: .............................................
SONDER INTERNATIONAL HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Results and dividends

During the period the Company has paid and proposed no dividends.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

D Watt
(Resigned 12 April 2023)
P Rothenberg
(Resigned 9 January 2024)
D Gardener
(Resigned 20 March 2024)
K Potter
(Appointed 9 January 2024)
A Bowen
(Appointed 12 April 2024)
Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The company's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the company at the year end were equivalent to XX day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

The auditor, PKF Littlejohn LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

The Company is exempt from making energy and carbon disclosures in its directors' report because the Company and all of its subsidiary undertakings are exempt from reporting on energy and carbon.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

SONDER INTERNATIONAL HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
Going concern

The Company has received confirmation of support from its ultimate parent undertaking, Sonder Holdings Inc, that it will ensure the Company has access to sufficient resources to enable it to settle its liabilities as they fall due for a period of at least one year from the date of approval of these financial statements. Sonder Holdings Inc has acknowledged that there may be a need to secure additional debt or equity financing in order to support the Company.

Sonder Holdings Inc has demonstrated the ability to successfully fundraise and, should the need arise, they are confident the funds can be raised as needed. However, the timing and success of those endeavors are inherently uncertain, giving rise to the material uncertainty in respect of going concern.

The directors conclude that there are material uncertainties about the ability of the Company to continue as a going concern after consideration of mitigating actions. Material uncertainties arise from the fact that while Sonder Holdings Inc has announced significant cash flow streams to support the group, those funds have not been received in their entirety.

 

The directors continue to adopt the going concern basis in preparing the financial statements. Further details regarding the going concern basis can be found in Note 1.2 to the financial statements.

Financial risk management objectives and policies

The Company's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Company's continuing success.

The Board of Directors supervises and is ultimately responsible for the overall risk management of the Company. The Board's considerations of key financial risks impacting the business is set out below.

The Company's credit risk is primarily attributable to its receivables and cash balances. The amounts presented in the Balance Sheets are presented net of allowances for doubtful receivables where required. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flow; however, no material allowance for impairment was required at 31 December 2022. The Company does not have additional exposure to credit risk beyond what is recognised on its balance sheet.

Liquidity risk management

Liquidity risk is the potential that, although remaining solvent, the Company does not have sufficient liquid financial resources to enable it to meet its obligations as they fall due, or can secure them only at excessive cost.

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company is dependent on its parent, Sonder Holdings, which provides ongoing support both directly, in the form of making available cash funding, and indirectly through settling certain liabilities directly on behalf of the Company. This funding is uncommitted and not subject to formal repayment terms; however, the Company has received confirmation from Sonder Holdings that they will ensure that the Company has access to sufficient resources to enable it to settle its liabilities as they fall due for a period of at least one year from the date of approval of these financial statements. See going concern disclosures for further information.

Other financial risk management

The Company undertakes a limited number of transactions denominated in foreign currencies; consequently, the impact of exposure to exchange rate fluctuations is immaterial. The Company is exposed to interest rate risk because the Company's cash balances earn interest at variable interest rates, but the impact of interest rate changes is immaterial.

SONDER INTERNATIONAL HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
On behalf of the board
..............................
..............................
K Potter
A Bowen
Director
Director
Date: .................................
2024-09-05
Date: .................................
2024-09-05
SONDER INTERNATIONAL HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SONDER INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SONDER INTERNATIONAL HOLDINGS LTD
- 7 -
Opinion

We have audited the financial statements of Sonder International Holdings Ltd (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company’s activities and finances are solely dependent on its parent company, Sonder Holdings Inc. Although the company has received a letter of support from Sonder Holdings Inc, Sonder Holdings Inc has acknowledged that they could need to secure additional debt or equity financing in order to support the company. Whilst Sonder Holdings Inc plans to secure the additional financing required, the plans are not entirely within Sonder Holdings Inc’s control and as such, cannot be assessed as being certain.

 

As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

 

We have nothing to report in this regard.

SONDER INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SONDER INTERNATIONAL HOLDINGS LTD (CONTINUED)
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

SONDER INTERNATIONAL HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SONDER INTERNATIONAL HOLDINGS LTD (CONTINUED)
- 9 -

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Timothy Harris (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Date: .........................
2024-09-05
Chartered Accountants
Statutory Auditor
15 Westferry Circus
London
E14 4HD
SONDER INTERNATIONAL HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
2022
2021
Notes
$
$
Revenue
-
-
Other operating expenses
(37,584)
(29,088)
Operating loss
4
(37,584)
(29,088)
Finance costs
6
(86,729)
(189,429)
Other gains and losses
7
6,041
9,525
Loss before taxation
(118,272)
(208,992)
Income tax expense
8
-
-
Loss and total comprehensive income for the year
(118,272)
(208,992)

All of the amounts above are derived from continuing operations. There are no items of other comprehensive loss and as such no separate statement of other comprehensive loss has been presented.

The notes on pages 13 to 22 form part of these financial statements.

SONDER INTERNATIONAL HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
$
$
$
$
Non-current assets
Investments
9
32,945,420
32,945,420
Current assets
Cash and cash equivalents
117,445
117,582
Current liabilities
Trade and other payables
12
3,533,671
3,502,265
Net current liabilities
(3,416,226)
(3,384,683)
Total assets less current liabilities
29,529,194
29,560,737
Non-current liabilities
Borrowings
11
1,742,639
1,655,910
(1,742,639)
(1,655,910)
Net assets
27,786,555
27,904,827
Equity
Called up share capital
13
12
12
Capital redemption reserve
14
28,336,553
28,336,553
Retained earnings
(550,010)
(431,738)
Total equity
27,786,555
27,904,827

The notes on pages 13 to 22 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on
.........................
2024-09-05
and are signed on its behalf by:
..............................................
..............................................
K Potter
A  Bowen
Director
Director
Company registration number 12332253 (England and Wales)
SONDER INTERNATIONAL HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Capital redemption reserve
Retained earnings
Total
$
$
$
$
Balance at 1 January 2021
12
28,336,553
(222,746)
28,113,819
Year ended 31 December 2021:
Loss and total comprehensive income
-
-
(208,992)
(208,992)
Balance at 31 December 2021
12
28,336,553
(431,738)
27,904,827
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(118,272)
(118,272)
Balance at 31 December 2022
12
28,336,553
(550,010)
27,786,555

The notes on pages 13 to 22 form part of these financial statements.

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
1
Accounting policies
Company information

Sonder International Holdings Ltd. (the “Company”) is a private company limited by shares incorporated under the Companies Act 2006in the United Kingdom and registered in England and Wales. The address of the Company’s registers office is given on page 1.

 

The Company is a wholly-owned subsidiary undertaking of Sonder Holdings Inc, a company incorporated in the United States. Sonder Holdings In is a corporation incorporated in Delaware, USA, with its registered address c/o Corporation Service Company 251 Little Falls Drive, Wilmington, DE 19808. The address of the Parent company is 447 Sutter Street Suite 405, #542, San Francisco, CA 94108, USA

 

The Company’s financial period starts 1 January and ends 31 December.

 

Nature of the Company’s operations

The Company’s primary role is an intermediate holding company and as such it has no material trading activities.

 

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in USD, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

These financial statements are separate financial statements. The Company is exempt from the preparation and delivery of consolidated financial statements, because it is included in the group accounts of Sonder Holdings Inc. The group accounts of Sonder Holdings Inc are available to the public and can be obtained from the address set out in note 1.

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The principal accounting policies adopted are set out below.

 

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern

The financial position of the Company and its liquidity position are set out in the financial statements. The Company has made a loss during the current financial period due to the investments that have been required to continue the growth of its investees' businesses.true

These investments have been funded by the Company's parent undertaking and fellow subsidiary undertakings, which provide ongoing support, both directly, through making available cash funding and indirectly, through settling certain liabilities directly on behalf of the Company. This funding is a mixture of unsecured and uncommitted amounts and loans or promissory notes which bear interest and have formal repayment schedules. As a result of this investment and the resultant liabilities to fellow group undertakings, the Company also has net current liabilities.

 

Management concludes that there are material uncertainties about the ability of the to continue as a going concern after consideration of mitigating actions. Material uncertainties arise from the fact that while Sonder Holdings has announced significant cash flow streams to support the group, those funds have not been received in their entirety and contingencies exist surrounding the steps required in contractual agreements that are inherently uncertain given the nature and timing of their satisfaction.

 

However, Management believes Sonder Holdings, Inc. has demonstrated the ability to successfully fundraise and, should the need arise, Management is confident the funds needed can be raised as needed. However, the timing and success of those endeavors are inherently uncertain, giving rise to the material uncertainty and resulting substantial doubt.

 

Nonetheless, Management is confident liquidation is not imminent and that the financial statements of all three entities should be prepared on the going concern basis of accounting. As a result, the financials statements of the Company are prepared on a going concern basis.

1.3
Investments in subsidiaries

Investments in subsidiaries are accounted for at cost less, where appropriate, provisions for impairment.

1.4
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.6
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation
Current tax

Current tax, including UK corporation tax and foreign tax, is measured at the amounts expected to be paid or recovered using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Current tax is based on the taxable results for the year. Taxable results differ from the results reported in the statement of comprehensive loss because taxable results exclude items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

Deferred tax

Deferred tax is recognised as a result of timing differences between taxable results and comprehensive loss that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantially enacted at the balance sheet date.

Deferred tax assets relating to unused tax losses and tax credits are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised.

1.9
Foreign exchange

The financial statements of the Company are presented in the currency of the primary economic environment in which it operates, or its functional currency, which is USD.

 

Transactions in currencies other than the entity's functional currency are reordered at the rates of exchange prevailing on the date of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Translation differences are reordered in the profit and loss.

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 17 -
2
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:

IAS 16 (amendments) Property, plant and equipment
Effective January 2022
IAS 8 (amendments) Accounting Policies, Change in Accounting Estimates and Errors
Effective January 2022
IAS 37 (amendments) Provisions, contingent liabilities and contingent assets
Effective January 2022
IFRS16 (amendments) COVID-19 related rent concessions
Effective January 2022
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IAS 1 (Amendments) Disclosure of Accounting Policies
Effective January 2023
IAS 1 (Amendments) Definition of Accounting Estimates
Effective January 2023
IAS 12 (Amendments) Deferred tax related to assets and libilities
Effective January 2023
IFRS 17 and 9 (Amendments) Comparative imformation
Effective January 2023
IAS 1 (Amendments) Classification of liabilties as current or non-current
Effective January 2023

All of the amendments listed above did not have any impact on the amounts recognised in current period and are not expected to significantly affect future periods.

3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Critical accounting estimates and judgements
(Continued)
- 18 -
Key sources of estimation uncertainty
Valuation of investments

The carrying value of investments in subsidiaries is reviewed for impairment based on the financial position and the expected future performance. This requires estimation of the future cash flows from the investment and the selection of appropriate discount rates in order to calculate the net present value of those cash flows.

4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
$
$
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
37,445
29,000
6
Finance costs
2022
2021
$
$
Interest on financial liabilities measured at amortised cost:
Interest on other loans
86,729
189,429
7
Other gains and losses
2022
2021
$
$
Other gains and losses
6,041
9,525
8
Taxation
2022
2021
$
$
SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Taxation
2022
2021
$
$
(Continued)
- 19 -

The charge for the year can be reconciled to the loss per the income statement as follows:

2022
2021
$
$
Loss before taxation
(118,272)
(208,992)
Expected tax credit based on a corporation tax rate of 19.00% (2021: 19.00%)
(22,472)
(39,708)
Change in unrecognised deferred tax assets
22,472
39,708
Taxation charge for the year
-
-
9
Investments
Non-current
2022
2021
$
$
Investments in subsidiaries
32,945,420
32,945,420
32,945,420
32,945,420
SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
9
Investments
(Continued)
- 20 -
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Subsidiaries
(Continued)
- 21 -
Name of undertaking
Registered office
Principal activities
% Held
Direct
Indirect
Sonder Hospitality Ireland Limited
1-2 Victoria Buildings, Haddington Road, Dublin 4 Ireland
Operates hospitality business
100.00
-
Sonder Hospitality Portugal
Avenida da Republica, 50, 10th floor, 1069-211 Lisboa Portugal
Operates hospitality business
100.00
-
Sonder Italy S.r.l.
Piazza Cavour 17, Roma RM00193 Italy
Operates hospitality business
100.00
-
Sonder France S.A,S
c/o PRIMEXIS
Tour Pacific, 11-13 cours Valmy 92977 Paris La Defense Cedex France
Operates hospitality business
100.00
-
Sonder SPV Limited
DD-15-134-004-007
Level 15
WeWork Hub71, AI Khatem Tower Abu Dhabi Global Market Square Al Maryah
Holding Company
100.00
-
Sonder Gerrnany Gmbh
Eschersheimer LandstaBe 14, 60322 Frankfurt am Main Germany
Operates hospitality business
100.00
-
Sonder Belgium B.V.
Boulevard Louis Schmidt 87, 1040 Etterbeek, Belgium
Operates hospitality business
100.00
-
Sonder Hospitality UK Ltd
1 bartholomew Lane, London, United Kingdom, EC2N 2AX
Operates hospitality business
100.00
-
Sonder Netherlands B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Operates hospitality business
100.00
-
Sonder Group B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Holding Company
100.00
-
Sonder Finance Europe B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Manages intercompany financing in EMEA
-
100.00
Sonder Holiday Homes LLC
Bay Squaree Building Four Level Two Business Bay, Dubai
United Arab Emirates
Operates hospitality business
-
51.00
Sonder Europe Ltd
1 bartholomew Lane, London, United Kingdom, EC2N 2AX
Operates hospitality business
-
100.00
Sonder Technology B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Holding company
-
100.00
Sonder Hospitality Spain S.L.U
calle Serrano 41, 4 28001, Madrid, Spain
Holding company
100.00
-
Sonder Hospitality Barcelona S.L.
calle Roc Boronat numero 147, 10, planta, 08018, Barcelona, Spain.
Operates hospitality business
-
100.00
11
Borrowings – promissory notes from group undertakings
2022
2021
$
$
Interest-bearing loan from Sonder Canada, Inc; Interest at LIBOR plus 400 basis points; Accruing interest each month until December 2024, at which time principal is due.
(9,714)
(9,714)
Interest-bearing loan from Sonder USA, Inc; Interest at LIBOR plus 400 basis points; Accruing interest each month until December 2024, at which time principal is due.
(1,732,925)
(1,646,196)
(1,742,639)
(1,655,910)
SONDER INTERNATIONAL HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
12
Trade and other payables
2022
2021
$
$
Trade payables
82,241
55,327
Amounts owed to fellow group undertakings
3,451,430
3,446,938
3,533,671
3,502,265

The amounts outstanding are unsecured, interest free and will be settled in cash. No provisions have been made for doubtful debts in respect of the amounts owed.

13
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
$
Issued and fully paid
of $1.20 each
10
10
12
12
14
Capital redemption reserve
2022
2021
$
$
At the beginning and end of the year
28,336,553
28,336,553
15
Subsequent Event

Marriott Agreement

On 19 August 2024, Sonder Holdings Inc, the ultimate parent of Sonder International Holdings Ltd ,announced that it had entered into a long-term strategic licensing agreement with Marriott International, Inc. Through this strategic agreement over 9,000 live Sonder units are expected to join the Marriott portfolio by the end of 2024, with additional units anticipated to join the Marriott system at later dates. Sonder properties are expected to be fully integrated with Marriott’s extensive distribution channels and are expected to participate in the Marriott Bonvoy travel program with over 201 million members. Full integration with Marriott’s digital channels and platform will occur in 2025.

 

Management expects this strategic agreement to unlock significant opportunities for increased revenue and efficiency, including:

16
Controlling party

In the opinion of the directors, the Company's immediate and ultimate parent company and ultimate controlling party is Sonder Holdings Inc, a company incorporated in Delaware, whose registered office is set out in Note 1. Sonder Holdings is the group in which the Company is included which prepares consolidated financial statements.

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