Exhibit 3.1

CERTIFICATE OF AMENDMENT 

TO 

CERTIFICATE OF DESIGNATION 

OF 

POWERS, PREFERENCES AND RIGHTS 

OF 

SERIES A CONVERTIBLE PREFERRED STOCK 

OF 

SONDER HOLDINGS INC.

Sonder Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:

FIRST: The name of the Company is Sonder Holdings Inc. The Certificate of Designation of Powers, Preferences and Rights of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on August 13, 2024.

SECOND: Pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), this Certificate of Amendment to the Certificate of Designation hereby amends and restates Section 1 of the Certificate of Designation to read in its entirety as follows:

“Section 1.      Designation of Name and Amount. This series of Preferred Stock is designated the “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock is 61,280,000.” 

THIRD: This Certificate of Amendment to the Certificate of Designation has been duly adopted in accordance with Section 242 of the DGCL.

FOURTH: This Certificate of Amendment to the Certificate of Designation was approved by the holders of the requisite number of shares of the Company in accordance with the Certificate of Designation and Section 228 of the DGCL.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Certificate of Designation to be signed this 11th day of April, 2025.