Business Context and Reporting Period
This Form 8-K was filed by Khosla Ventures Acquisition Co. II, a special purpose acquisition company later associated with Nextdoor Holdings, Inc. The report covers events surrounding the company’s initial public offering and related transactions in March 2021. The filing identifies March 23, 2021 as the earliest event date, while the IPO closed on March 26, 2021 and the report was signed on March 30, 2021.
Key Financial and Capitalization Metrics
- The IPO issued 40,000,000 Class A common shares at $10.00 per share, generating $400.0 million of gross proceeds before underwriting discounts, commissions, and offering expenses.
- Underwriters partially exercised their over-allotment option for 1,634,412 additional shares, expected to close on March 30, 2021 subject to customary conditions.
- The sponsor purchased 1,100,000 private placement shares at $10.00 per share, generating $11.0 million of gross proceeds.
- $400.0 million was placed in a U.S.-based trust account, comprising $392.0 million of IPO proceeds, including $14.0 million of deferred underwriting discount, and $8.0 million of private placement proceeds.
- The filing does not provide operating revenue, profit, cash flow, margins, or conventional debt metrics because the transaction involved a newly formed SPAC rather than an operating business.
Material Changes Versus the Prior Comparable Period
The filing does not present comparative operating results. The material changes were the completion of the IPO, the sponsor’s private placement, establishment of the trust account, and adoption of the amended and restated certificate of incorporation.
Guidance, Outlook, Risks, and Unusual Items
- Trust-account funds generally cannot be released until the company completes an initial business combination, processes specified shareholder redemptions, or returns funds following failure to complete a business combination.
- The company must complete its initial business combination within 24 months after the IPO closing, or within 27 months if it has executed a qualifying letter of intent, agreement in principle, or definitive agreement within the initial 24-month period.
- If no qualifying business combination is completed within the applicable period, all public shares are subject to redemption, subject to applicable law.
- Trust-account interest may be released for franchise and income taxes and certain trust-administration expenses.
- The private placement shares are generally subject to transfer restrictions until 30 days after completion of the initial business combination, except for specified permitted transfers.
- The filing does not provide a target company, operating forecast, or management guidance.
Investor Verification Items
- Verify the final closing and share count for the 1,634,412-share over-allotment exercise.
- Confirm the final amount deposited into the trust account and the effect of underwriting fees and offering expenses.
- Review the amended certificate of incorporation for redemption rights, business-combination deadlines, and shareholder voting provisions.
- Review the underwriting, trust, registration-rights, forward-purchase, sponsor, and indemnification agreements filed as exhibits.
- Confirm the identity of the eventual business-combination target and the resulting ownership, dilution, and redemption terms.