Business Context and Reporting Period
This Form 8-K was filed by Khosla Ventures Acquisition Co. II (KVSB) on October 1, 2021, regarding its proposed business combination with Nextdoor, Inc. The transaction contemplated a merger under the July 6, 2021 Agreement and Plan of Merger. The filing is a transaction update, not a periodic financial report for Nextdoor Holdings, Inc.
Material Transaction Update
KVSB, Nextdoor and Lorelei Merger Sub Inc. entered into Amendment No. 1 to the Merger Agreement. The amendment adds a non-waivable mutual closing condition requiring approval of KVSB’s proposed amended and restated certificate of incorporation by holders of a majority of the outstanding KVSB Class A common stock entitled to vote, voting separately as a single series.
The proposed charter was included as Annex C to KVSB’s Form S-4 registration statement filed July 20, 2021. KVSB also filed an amended Form S-4 on October 1, 2021.
Financial Metrics, Liquidity and Debt
The filing does not provide current-period or comparative revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics for Nextdoor or KVSB.
The filing identifies transaction-related financial conditions and risks, including the requirement to satisfy a minimum trust account amount after any redemptions by KVSB public stockholders and the risk that the planned PIPE investment may not be completed. No amounts are provided.
Guidance, Outlook, Risks and Contingencies
- Completion remains subject to customary closing conditions, including stockholder approval, the newly added charter approval condition, minimum trust account requirements, regulatory approvals and other conditions under the Merger Agreement.
- The transaction may not close on time or at all, including if KVSB cannot complete the business combination by its deadline or obtain an extension.
- Other disclosed risks include termination of the Merger Agreement, legal proceedings, failure to maintain exchange listing, securities-price volatility, disruption to Nextdoor’s operations and employee retention, and difficulties implementing post-closing plans.
- The filing contains forward-looking statements concerning the proposed transaction and future business plans. Actual results may differ materially, and neither KVSB nor Nextdoor undertakes to update those statements.
- The filing references risks in KVSB’s Form S-1, Form S-4 and other SEC filings. One boilerplate risk reference mentions the healthcare industry, which does not appear directly applicable to the described Nextdoor transaction and should be reviewed in context.
Key Facts Investors Should Verify
- Whether KVSB stockholders approved the proposed amended and restated certificate of incorporation by the required Class A vote.
- Whether all other merger closing conditions were satisfied or waived, including regulatory approvals and the minimum post-redemption trust account requirement.
- Whether the PIPE financing was completed and the final transaction capitalization and dilution.
- Whether the Merger Agreement was completed, amended further or terminated, and the applicable business combination deadline.
- The financial condition and operating results of Nextdoor in the related Form S-4, proxy statement/prospectus and subsequent SEC filings, because this Form 8-K provides no operating financial data.