Business Context and Reporting Period
Nextdoor Holdings, Inc. was not yet the registrant at the time of this filing. Khosla Ventures Acquisition Co. II (KVSB), a special purpose acquisition company, filed this Form 8-K on November 3, 2021 regarding its November 2, 2021 special stockholder meeting. The meeting concerned the proposed business combination with Nextdoor and related transactions.
Key Financial and Capitalization Information
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics. It does disclose proposed transaction-related share issuances:
- 27,000,000 shares of New Nextdoor Class A common stock to PIPE investors.
- 364,714,149 shares of New Nextdoor Class B common stock issued or issuable in connection with the business combination, together with up to 364,714,149 corresponding Class A shares issuable upon conversion.
- Up to 1,000,000 shares of New Nextdoor Class A common stock to the sponsor or its assigns under the Forward Purchase Agreement.
Material Changes Versus the Prior Comparable Period
All proposals submitted at the special meeting were approved. The filing does not present a prior-period financial comparison.
| Proposal | Result | Votes For | Votes Against | Abstain |
|---|---|---|---|---|
| Business combination | Approved | 40,210,749 | 841,268 | 3,492 |
| Charter proposal | Approved | Class A: 31,263,129; Class B: 7,347,249 | Class A: 2,438,094; Class B: 0 | Class A: 7,037; Class B: 0 |
| Stock issuance | Approved | Class A: 30,522,038; Class B: 7,347,249 | Class A: 3,175,717; Class B: 0 | Class A: 10,505; Class B: 0 |
| Equity incentive plan | Approved | Class A: 25,730,962; Class B: 7,347,249 | Class A: 7,931,965; Class B: 0 | Class A: 45,333; Class B: 0 |
| Employee stock purchase plan | Approved | Class A: 26,807,628; Class B: 7,347,249 | Class A: 6,861,090; Class B: 0 | Class A: 39,542; Class B: 0 |
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Approximately 81% of outstanding shares entitled to vote were present in person or by proxy, constituting a quorum.
- The approved charter changes included changing the company name to Nextdoor Holdings, Inc., increasing authorized shares, establishing a dual-class structure with one vote per Class A share and ten votes per Class B share, and eliminating certain SPAC-related provisions.
- The charter proposals also included restrictions on written-consent actions, changes to corporate-opportunity provisions, and enhanced voting thresholds for specified charter amendments.
- The filing reports preliminary meeting results in a press release and does not provide business guidance or an operating outlook.
- Completion of the proposed business combination and related share issuances remained the principal transaction-related consideration reflected in this filing; this filing does not state a closing date or confirm completion.
Facts Investors Should Verify
- Whether and when the business combination formally closed and whether KVSB completed its name and trading-symbol changes.
- The final capitalization after the PIPE investment, business combination, conversions, sponsor issuance, redemptions, and other transaction adjustments.
- The definitive terms and dilution effects of the dual-class voting structure, equity incentive plan, and employee stock purchase plan.
- Post-transaction financial statements, cash balances, debt, liquidity, revenue trends, operating losses, and management guidance, none of which are provided in this filing.