Business Context and Reporting Period
Khosla Ventures Acquisition Co. II (KVSB) filed this Form 8-K regarding its pending business combination with Nextdoor, Inc. The report date is October 27, 2021; the filing was signed and issued October 29, 2021.
KVSB announced its intention to transfer the listing of its Class A common stock from the Nasdaq Capital Market to the New York Stock Exchange in connection with the proposed transaction. The anticipated ticker symbol on the NYSE is “KIND.”
Key Financial Metrics
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial performance metrics. It is focused on the proposed exchange listing transfer and related transaction disclosures.
Material Changes Versus the Prior Comparable Period
- KVSB notified Nasdaq on October 27, 2021 of its intent to voluntarily delist its Class A common stock.
- KVSB anticipated trading on Nasdaq through the close of trading on November 5, 2021, followed by commencement of trading on the NYSE on November 8, 2021 under the symbol “KIND.”
- The NYSE listing remained subject to application by KVSB and Nextdoor and NYSE approval.
Guidance, Outlook, Risks, and Unusual Items
No financial guidance was provided. The filing states that completion of the business combination depends on, among other matters, KVSB stockholder approval, satisfaction of the minimum cash condition after potential redemptions, required governmental and regulatory approvals, and completion of the PIPE investment.
Other identified risks include failure to complete the transaction by the applicable deadline, termination of the Merger Agreement, legal proceedings, disruption to Nextdoor’s operations and employee retention, inability to maintain an exchange listing, securities-price volatility, and failure to implement post-transaction business plans. The filing also notes that no third-party valuation was obtained in determining whether to pursue the proposed transaction.
The filing includes customary forward-looking statement disclaimers and states that the transaction had not been completed as of the filing date.
Important Facts for Investors to Verify
- Whether the NYSE approved the listing application and whether trading commenced under the “KIND” symbol as anticipated.
- Whether KVSB stockholders approved the proposed business combination.
- The level of public-stockholder redemptions and whether the minimum cash condition was satisfied.
- Whether the PIPE investment and required regulatory approvals were completed.
- The final terms, capitalization, liquidity, and financial performance of the combined company, which are not provided in this filing.
- The registration statement on Form S-4, proxy statement/prospectus, and subsequent SEC filings for transaction terms and risk factors.