MENLO PARK, Calif.,
Nov. 1, 2021 /PRNewswire/
-- Khosla Ventures Acquisition Co. II ("KVSB") (Nasdaq:KVSB),
a special purpose acquisition company, today announced that it
expects all conditions to be met, including minimum cash proceeds,
subject to stockholder approval, to complete its previously
announced business combination with Nextdoor,
Inc. ("Nextdoor"), the neighborhood network.
The transaction is expected to raise at least $363.3 million from KVSB trust proceeds
(after giving effect to preliminary redemption elections, which may
be withdrawn, representing approximately 13% of the trust account),
and $270 million from a fully
committed common stock private placement (PIPE), resulting in total
gross proceeds of at least $633.3
million. KVSB shares closed at $10.23 per share on October 29, 2021, and stockholders who elected to
redeem will receive approximately $10.00 per share.
"Nextdoor has become synonymous with neighborhood
community," said Samir Kaul,
Chief Executive Officer of KVSB. "Sarah and her team have
demonstrated strong financial growth coupled with constant
innovation, and we are committed to the long-term success of this
company as it becomes a global brand."
"Given the tremendous opportunity that lies ahead for Nextdoor
and the exciting and rich product roadmap that we've built out, our
plan is to remain in investment mode for the next several years,"
said Nextdoor CEO Sarah Friar. "We
believe that our expected listing on the NYSE will provide the
funding necessary to accelerate the growth of our platform and our
ability to lead in cultivating hyperlocal communities where
neighbors turn daily to receive trusted information, give and get
help, and build real-world connections."
KVSB also announced today that the deadline for stockholders to
withdraw any election to have their shares redeemed in connection
with the Business Combination will be 5:00
p.m. Eastern Time on Thursday, November 4, 2021.
Stockholders who wish to withdraw a redemption request should
contact KVSB's transfer agent, Continental Stock Transfer &
Trust Company, by email at mzimkind@continentalstock.com.
Upon completion of the business combination, KVSB will change
its name to "Nextdoor Holdings, Inc." Following the consummation of
the business combination, Nextdoor Holdings Inc.'s shares are
expected to trade on the New York Stock Exchange under the ticker
symbol "KIND."
The special meeting of KVSB stockholders (the "Special Meeting")
is scheduled to occur at 11:00 a.m. Eastern
Time, on November 2, 2021 and will be held exclusively
in a virtual format. Additional details regarding the proposals and
the Special Meeting are available in the definitive proxy
statement/prospectus relating to the Special Meeting. Stockholders
can view KVSB's definitive proxy statement/prospectus at the
link here. Subject to stockholder approval and satisfaction or
waiver of all closing conditions, KVSB and Nextdoor expect to close
the business combination on November 5, 2021.
About Nextdoor, Inc.
Nextdoor is where you connect to the neighborhoods that matter
to you so you can belong. Our purpose is to cultivate a kinder
world where everyone has a neighborhood they can rely on. Neighbors
around the world turn to Nextdoor daily to receive trusted
information, give and get help, get things done, and build
real-world connections with those nearby — neighbors, businesses,
and public services. Today, neighbors rely on Nextdoor in more than
280,000 neighborhoods across 11 countries. In the U.S., nearly 1 in
3 households uses the network. Nextdoor is based in San Francisco. For additional information and
images: nextdoor.com/newsroom.
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.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transaction, KVSB has filed, and
the SEC has declared effective, a Registration Statement on Form
S-4 containing a proxy statement/prospectus. The proxy
statement/prospectus was sent to all KVSB stockholders on or about
October 22, 2021. KVSB and
Nextdoor also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of KVSB are urged to read the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction. Investors and
security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by KVSB and Nextdoor through the website
maintained by the SEC at www.sec.gov.
Participants in Solicitation
KVSB and Nextdoor and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from KVSB's stockholders in connection with the proposed
transaction. Information about KVSB's directors and executive
officers and their ownership of KVSB's securities is set forth in
KVSB's filings with the SEC. To the extent that holdings of KVSB's
securities have changed since the amounts printed in KVSB's
Registration Statement on Form S-1, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
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, including the
satisfaction of closing conditions to the business combination and
the timing of the completion of the business combination. 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 KVSB's 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.
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SOURCE Khosla Ventures Acquisition Co. II