Khosla Ventures Acquisition Co. II Stockholders Approve Business Combination with Nextdoor, Inc.

Rhea-AI Summary

Khosla Ventures Acquisition Co. II (KVSB) announced stockholder approval for its business combination with Nextdoor, Inc. during a special meeting held on November 2, 2021. The closing is expected on or about November 5, 2021, with Nextdoor Holdings, Inc. shares to trade on the NYSE under ticker symbol KIND starting November 8, 2021. The transaction is projected to raise a minimum of $655 million, including $385 million from trust proceeds and $270 million from a private placement. Stockholders can withdraw redemption elections until November 4, 2021.

Positive

• Transaction expected to raise at least $655 million, boosting Nextdoor's financial position.
• The merger aims to enhance Nextdoor's market reach and operational capabilities.

Negative

• None.

MENLO PARK, Calif., Nov. 2, 2021 /PRNewswire/ -- Khosla Ventures Acquisition Co. II ("KVSB") (Nasdaq:KVSB) today announced that its stockholders approved the proposals that were conditions to closing of the previously announced business combination with Nextdoor, Inc. ("Nextdoor" or the "Company") at a special meeting of stockholders held today. A Form 8-K disclosing the full voting results is expected to be filed with the Securities and Exchange Commission.

The closing of the Business Combination is expected to occur on or about November 5, 2021, subject to the satisfaction or waiver of all closing conditions. Following closing, the combined company will be known as Nextdoor Holdings, Inc. and its shares are expected to trade on the New York Stock Exchange ("NYSE") on November 8, 2021 under the ticker symbol "KIND."

The transaction is expected to raise at least $385 million from KVSB trust proceeds (after giving effect to preliminary redemption elections, which may be withdrawn, representing approximately 7.41% of the trust account), and $270 million from a fully committed common stock private placement (PIPE), resulting in total gross proceeds of at least $655 million. KVSB shares closed at $10.90 per share on November 2, 2021, and stockholders who elected to redeem will receive approximately $10.00 per share.

The deadline for KVSB 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

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.

No Offer or Solicitation
This press release does 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, the timing of the completion of the business combination and the listing of Nextdoor Holdings, Inc.'s shares on the New York Stock Exchange. 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

FAQ

What is the significance of KVSB's stockholder approval for the business combination with Nextdoor?

The approval enables KVSB to proceed with merging with Nextdoor, enhancing its operational capabilities and market presence, while raising substantial capital.

When will Nextdoor Holdings, Inc. start trading on the NYSE?

Nextdoor Holdings, Inc. is expected to start trading on the NYSE under the ticker symbol KIND on November 8, 2021.

How much capital is being raised through the KVSB and Nextdoor merger?

The merger is projected to raise at least $655 million, comprising $385 million from trust proceeds and $270 million from a private placement.

What is the deadline for KVSB stockholders to withdraw redemption elections?

KVSB stockholders can withdraw redemption elections until 5:00 p.m. Eastern Time on November 4, 2021.

What happens to KVSB shares after the merger?

KVSB shares will be transitioned to Nextdoor Holdings, Inc. and will be traded under the new ticker symbol KIND on the NYSE.