Form 8-K Khosla Ventures Acquisit For: Aug 25
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 25, 2021
Date of Report (Date of earliest event reported)
Khosla Ventures Acquisition Co. II
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-40246 | 86-1776836 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
2128 Sand Hill Road Menlo Park, California |
94025 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (650) 376-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Class A common stock, par value $0.0001 per share | KVSB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed in the Form 12b-25 filed on August 16, 2021 by Khosla Ventures Acquisition Co. II (the Company) with the Securities and Exchange Commission (the SEC), the Company was unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the Form 10-Q) by the required due date of August 16, 2021.
On August 25, 2021, the Company received a notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Rule) because it had not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Company intends to file the Form 10-Q with the SEC as soon as practicable.
The Notice has no immediate effect on the listing or trading of the Companys securities. However, if the Company fails to timely regain compliance with the Rule, the Companys securities will be subject to delisting from the Nasdaq Capital Market.
Item 8.01 | Other Events. |
On August 31, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release, dated as of August 31, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 31, 2021 | ||
KHOSLA VENTURES ACQUISITION CO. II | ||
By: | /s/ Peter Buckland | |
Name: Peter Buckland | ||
Title: Chief Financial Officer |
Exhibit 99.1
Khosla Ventures Acquisition Co. II Receives Expected Notice From Nasdaq Regarding Delayed Quarterly Report
MENLO PARK, August 31, 2021 /PRNewswire/ Khosla Ventures Acquisition Co. II (the Company) announced today that, on August 25, 2021, it received a notice (Notice) from the Listing Qualifications Department of The Nasdaq Stock Market (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Rule) because the Company failed to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the Form 10-Q) with the Securities and Exchange Commission (SEC). The Notice has no immediate effect on the listing or trading of the Companys securities on the Nasdaq Capital Market.
As previously disclosed in the Form 12b-25 filed on August 16, 2021 by the Company with the SEC, the Company was unable to file the Form 10-Q by the required due date of August 16, 2021. The Company intends to file the Form 10-Q with the SEC as soon as practicable.
About KVSB
KVSB is a special purpose acquisition company sponsored by affiliates of Khosla Ventures. Khosla Ventures manages a series of venture capital funds that make early-stage venture capital investments and provide strategic advice to entrepreneurs building companies with lasting significance. The firm was founded in 2004 by Vinod Khosla, co-founder of Sun Microsystems. Khosla Ventures has over $14 billion dollars of assets under management and focuses on a broad range of sectors including artificial intelligence, agriculture/food, consumer, enterprise, financial services, health, space, sustainable energy, robotics, VR/AR and 3D printing. Collectively, Khosla Ventures portfolio of investments has created nearly half a trillion dollars in market value.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Nextdoor and KVSB. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. You should carefully consider the risks and uncertainties described in the Risk Factors section of KVSBs Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4, and other documents filed by KVSB from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Nextdoor and KVSB assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Nextdoor nor KVSB gives any assurance that either Nextdoor or KVSB will achieve its expectations.
Contact
Peter Buckland, CFO, [email protected]