Sec Form 13G Filing - iNovia Growth Capital Inc. filing for Sonder Holdings Inc. (SOND) - 2025-02-14

Comment for Type of Reporting Person:  (1) Includes (i) 306,897 shares of common stock, par value $0.0001 per share ("Common Stock"), of Sonder Holdings Inc. (the "Issuer"), of which 152,964 shares are owned directly by iNovia Growth Fund, L.P., 17,534 shares are owned directly by iNovia Growth Fund-A, L.P. and 136,399 shares are owned directly by iNovia Growth SPV - Quebec, L.P., (ii) 778,500 shares of Common Stock issuable upon conversion of 778,500 shares of Series A convertible preferred stock, par value $0.0001 per share ("Series A Convertible Preferred Stock"), of which 699,060 shares are owned directly by iNovia Growth Fund, L.P. and 79,440 shares are owned directly by iNovia Growth Fund-A, L.P., and (iii) 104,939 shares of Common Stock issuable upon the exchange of exchangeable shares ("Exchangeable Shares") of Sonder Canada Inc., a subsidiary of the Issuer ("Sonder Canada"), corresponding to 104,939 shares of post-combination special voting common stock, par value $0.0001 per share ("Voting Shares"), of the Issuer, of which 95,835 shares are owned directly by iNovia Growth Fund, L.P. and 9,104 shares are owned directly by iNovia Growth Fund-A, L.P. Excludes 29,508 shares of Common Stock to be issued upon the achievement of certain share price targets, of which 17,826 shares, 1,909 shares and 9,773 shares will be issued to iNovia Growth Fund, L.P., iNovia Growth Fund-A, L.P. and iNovia Growth SPV - Quebec, L.P., respectively. iNovia Growth Capital Inc. is the general partner of each of iNovia Growth Fund, L.P., iNovia Growth Fund-A, L.P. and iNovia Growth SPV - Quebec, L.P., and may be deemed to share beneficial ownership of the shares of Common Stock of which each of iNovia Growth Fund, L.P., iNovia Growth Fund-A, L.P. and iNovia Growth SPV - Quebec, L.P. is the record owner.

(2) Pursuant to the Securities Purchase Agreement, dated August 13, 2024, by and among the Issuer and each of the purchasers party thereto (the "SPA"), (i) iNovia Growth Fund, L.P. purchased a total of 4,489,785 shares of Series A Preferred Stock, of which 1,302,038 shares were issued on August 13, 2024 (the "First Tranche Closing") and 3,187,747 shares were issued on November 14, 2024 (the "Second Tranche Closing") and (ii) iNovia Growth Fund- A, L.P. purchased a total of 510,215 shares of Series A Convertible Preferred Stock, of which 147,962 were issued at the First Tranche Closing and 362,253 shares were issued at the Second Tranche Closing. The share numbers presented in clause (ii) of footnote 1 above represent the maximum number of shares of Common Stock issuable upon the voluntary conversion of iNovia Growth Fund, L.P.'s and iNovia Growth Fund-A, L.P.'s Series A Convertible Preferred Stock pursuant to the Certificate of Designation for the Series A Convertible Preferred Stock as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that a holder of Series A Convertible Preferred Stock, if elected by such holder, will not have a right to convert any portion of its Series A Convertible Preferred Stock for Common Stock if, as a result of such conversion, the holder would exceed a beneficial ownership limitation to be set at the discretion of such holder between 4.9% and 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock being converted. iNovia Growth Capital Inc. has set the beneficial ownership limitation at 9.99%.

(3) Based on (i) 11,034,574 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its definitive proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on November 8, 2024, (ii) 778,500 shares of Common Stock issuable upon conversion of 778,500 shares of Series A Convertible Preferred Stock indirectly held by iNovia Growth Capital Inc. and (iii) 104,939 shares of Common Stock issuable upon exchange of the Exchangeable Shares indirectly held by iNovia Growth Capital Inc.

Comment for Type of Reporting Person:  (1) Includes (i) 152,964 shares of Common Stock, (ii) 699,606 shares of Common Stock issuable upon conversion of 699,606 shares of Series A Series A Convertible Preferred Stock and (iii) 95,835 shares of Common Stock issuable upon the exchange of Exchangeable Shares of Sonder Canada corresponding to 95,835 Voting Shares. Excludes 17,826 shares of Common Stock to be issued upon the achievement of certain share price targets. iNovia Growth Capital Inc. is the general partner of iNovia Growth Fund, L.P., and may be deemed to share beneficial ownership of the shares of Common Stock of which iNovia Growth Fund, L.P. is the record owner.

(2) Pursuant to the SPA, iNovia Growth Fund, L.P. purchased a total of 4,489,785 shares of Series A Preferred Stock, of which 1,302,038 shares were issued at the First Tranche Closing and 3,187,747 shares were issued at the Second Tranche Closing. The share numbers presented in clause (ii) of footnote 1 above represent the maximum number of shares of Common Stock issuable upon the voluntary conversion of iNovia Growth Fund, L.P.'s Series A Convertible Preferred Stock pursuant to the Certificate of Designation for the Series A Convertible Preferred Stock as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that a holder of Series A Convertible Preferred Stock, if elected by such holder, will not have a right to convert any portion of its Series A Convertible Preferred Stock for Common Stock if, as a result of such conversion, the holder would exceed a beneficial ownership limitation to be set at the discretion of such holder between 4.9% and 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock being converted. iNovia Growth Capital Inc., as the general partner of iNovia Growth Fund, L.P., has set the beneficial ownership limitation at 9.99%.

(3) Based on (i) 11,034,574 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its definitive proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on November 8, 2024, (ii) 699,606 shares of Common Stock issuable upon conversion of 699,606 shares of Series A Convertible Preferred Stock directly held by iNovia Growth Fund, L.P.and (iii) 95,835 shares of Common Stock issuable upon exchange of the Exchangeable Shares directly held by iNovia Growth Fund, L.P.