[SCHEDULE 13G/A] Sonder Holdings Inc. SEC Filing

Rhea-AI Filing Summary

On 17 Jul 2025, Norwegian Cruise Line Holdings (NCLH) subsidiary NCLC and two special-purpose borrowers executed separate export-credit backed credit facilities to finance the company’s next-generation vessels scheduled for delivery in 2030 and 2032.

• Size: up to $2.44 B for Vessel 1 and $2.47 B for Vessel 2 (≈$4.9 B total), including SACE insurance premia.
• Purpose: funds 80% of shipyard delivery payments and related insurance costs.
• Tenor & amortisation: each loan matures 12 years after the respective delivery; repayment via 24 equal semi-annual instalments beginning six months post-delivery.
• Pricing: fixed rate set at (1.55% − SIMEST margin) + 5.08% CIRR for USD loans; option to switch to floating. Customary agency, structuring and commitment fees apply.
• Security: pre-delivery share pledge, post-delivery first-lien ship mortgage and contract assignments; NCLC provides a corporate guarantee. 100% of outstanding amounts will be insured by SACE.

The facilities secure long-dated, government-supported funding on competitive terms, enabling strategic fleet expansion, but they also create up to $4.9 B of additional future leverage and associated covenant obligations.

Positive

• Secures up to $4.9 B in long-tenor financing, ensuring funding for new flagship vessels without tapping high-yield markets.
• ECA backing and SACE insurance reduce credit risk and enable competitive fixed interest rates versus current unsecured costs.

Negative

• Future leverage increases by up to $4.9 B once facilities are drawn, adding repayment obligations through 2044-2046.
• Significant capital commitments tie liquidity to shipbuilding schedule and may constrain balance-sheet flexibility in a downturn.

Insights

Maritime Finance Analyst

TL;DR: ECA-backed $4.9 B facilities lock in long-tenor, fixed-rate funding for two ships; credit-positive pricing offset by higher future leverage.

The SACE-insured structures mirror prior export-credit deals and provide rare 12-year post-delivery amortisation, materially longer than commercial bank tenors. Fixed pricing at CIRR-based 5.08% plus a modest spread is attractive relative to NCLH’s unsecured yields (>8% in secondary markets), lowering weighted cost of capital for these capex projects. Insurance and first-lien collateral mitigate lender risk, improving capacity despite NCLH’s elevated leverage (~6× EBITDA pre-deal). However, once drawn the loans could add nearly $5 B to gross debt, pressuring future leverage metrics and possibly limiting flexibility during downturns. Overall impact: credit-positive for liquidity and growth, moderately negative for leverage; net effect viewed as neutral-to-slightly positive given strategic importance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Sonder Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

382873107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 382873107

1

Names of Reporting Persons

Spark Capital IV, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 382873107

1

Names of Reporting Persons

Spark Capital Founders' Fund IV, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 382873107

1

Names of Reporting Persons

Spark Management Partners IV, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sonder Holdings Inc.
(b)	Address of issuer's principal executive offices: 447 Sutter Street, Suite 405, #542, San Francisco, CA 94108
Item 2.
(a)	Name of person filing: This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13G originally filed by Spark Capital IV, L.P. ("Spark IV"), Spark Capital Founders' Fund IV, L.P. ("Spark IV FF") and Spark Management Partners IV, LLC ("Spark IV GP" and together with Spark IV and Spark IV FF, the "Reporting Persons") with the SEC on January 28, 2022, as amended by that Amendment No. 1 filed with the SEC on February 6, 2024 (collectively, the "Original Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G. This Amendment is being filed by the Reporting Persons.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each Reporting Person is 200 Clarendon Street, 59th Floor, Boston, MA 02116.
(c)	Citizenship: Spark IV GP is a limited liability company organized under the laws of the State of Delaware. Each of Spark IV and Spark IV FF is a limited partnership organized under the laws of the State of Delaware.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 382873107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of the cover page for each Reporting Person.
(b)	Percent of class: See Row 11 of the cover page for each Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Row 6 of the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover page for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Spark Capital IV, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Chief Financial Officer of its General Partner
Date:	07/21/2025

Spark Capital Founders' Fund IV, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Chief Financial Officer of its General Partner
Date:	07/21/2025

Spark Management Partners IV, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Chief Financial Officer
Date:	07/21/2025

Comments accompanying signature: *Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

FAQ

How much financing did NCLH secure under the new credit facilities?

The two SACE-insured facilities provide up to $2.44 B for Vessel 1 and $2.47 B for Vessel 2, or about $4.9 B in total.

What are the maturity and repayment terms of the NCLH facilities?

Each loan matures 12 years after ship delivery and will be repaid in 24 equal semi-annual instalments starting six months post-delivery.

What interest rate applies to the NCLH credit facilities?

Loans carry a fixed rate equal to (1.55% – SIMEST margin) + 5.08% USD CIRR, with an option to switch to floating.

How are the facilities secured?

Pre-delivery share pledges and, upon delivery, first-lien mortgages on each ship; NCLC also provides a corporate guarantee.

Why is SACE involvement significant for NCLH investors?

SACE’s 100% insurance lowers lender risk, enabling large, long-term loans at rates below NCLH’s unsecured debt costs.