Filing Overview
This Form 8-K was filed by Khosla Ventures Acquisition Co. II, not Nextdoor Holdings, Inc., with an earliest reported event date of August 8, 2021 and a filing signature date of August 12, 2021. The filing reports changes in the company’s independent registered public accounting firm under Item 4.01.
Business Context and Reporting Period
The registrant was a special purpose acquisition company incorporated in Delaware and listed on Nasdaq under the symbol KVSB. The filing relates to the period from January 29, 2021 through August 8, 2021, including the company’s initial public offering and related financial reporting.
Financial Metrics and Liquidity
The filing does not provide current revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Marcum LLP’s prior audit reports were not adverse, disclaimed, qualified, or modified regarding audit scope or accounting principles, except for an explanatory paragraph concerning the company’s ability to continue as a going concern.
Material Changes Versus the Prior Comparable Period
- On August 8, 2021, the Audit Committee dismissed Marcum LLP as independent registered public accounting firm.
- On the same date, the Audit Committee appointed BDO LLP as the new independent public accounting firm, effective immediately.
- The company reported no disagreements with Marcum regarding accounting principles, financial statement disclosure, or audit scope or procedures.
- The company reported no reportable events other than a material weakness in internal control over financial reporting related to the inaccurate accounting for private placement shares, underwriting discounts, and over-allotment public shares issued after the initial public offering.
Guidance, Risks, Contingencies, and Unusual Items
- The prior audit reports included a going-concern explanatory paragraph.
- The disclosed material weakness was previously discussed in the company’s amended Form 10-Q/A filed July 19, 2021.
- BDO was not consulted before its engagement regarding accounting principles for a specified transaction, potential audit opinions, disagreements, or reportable events.
- Marcum’s letter to the SEC, dated August 12, 2021, was filed as Exhibit 16.1; the provided text does not state whether Marcum agreed with the company’s disclosures.
Investor Verification Points
- Confirm that the filing applies to Khosla Ventures Acquisition Co. II rather than Nextdoor Holdings, Inc.
- Review the July 19, 2021 Form 10-Q/A for details of the material weakness and corrected accounting for offering-related items.
- Review Exhibit 16.1 for Marcum’s response to the auditor-change disclosure.
- Assess the going-concern language in the prior audited financial statements and any subsequent remediation disclosures.
- Verify the effect, if any, of the auditor transition on subsequent financial statements and SEC filings.