UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Khosla Ventures Acquisition Co.

(Exact name of registrant as specified in its charter)


Delaware	001-40131	85-1488707
(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)~~principal executive offices)				(Zip Code)

(650)

376-8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	KVSA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~September 7, 2021,~~August 1

, 2022, 35,490,000 shares of Class A common stock, par value $0.0001 per share, 5,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of Class K common stock, par value $0.0001 per share were issued and outstanding, respectively.

KHOSLA VENTURES ACQUISITION CO.

Quarterly Report

on Form

10-Q

Table of Contents


			~~Page No.~~
PART I. FINANCIAL INFORMATION				1
~~Item 1.~~	~~Financial Statements~~			1
	~~Report of Independent Registered Public Accounting Firm~~			1
	~~Balance Sheet as of June 30, 2021~~			2
	~~Statements of Operations from January 15, 2021 (inception) through period ended June 30, 2021~~			3

~~Statement of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit from January 15, 2021 (inception) through period ended June 30, 2021~~Item 1. Financial Statements		43
	~~Statement of Cash Flows from January 15, 2021 (inception) through period ended June 30, 2021~~			5
	~~Notes to Financial Statements~~			6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~			19
~~Item 4.~~	~~Controls and Procedures~~			1920
~~PART II. OTHER INFORMATION~~Special Note Regarding Forward-Looking Statements		20
~~Item 1.~~	~~Legal Proceedings~~Overview			20
~~Item 1A.~~	~~Risk Factors~~			20
~~Item 2.~~	~~Unregistered Sales~~Results of ~~Equity Securities~~Operations and ~~Use of Proceeds~~Known Trends or Future Events			20
~~Item 3.~~	~~Defaults Upon Senior Securities~~			21
~~Item 4.~~	~~Mine Safety Disclosures~~			21
~~Item 5.~~	~~Other Information~~			21
~~Item 6.~~	~~Exhibits~~			21
~~SIGNATURES~~Liquidity and Capital Resources

			21
Contractual Obligations			22
Critical Accounting Policies			22
Class K Founder Shares Derivative Liabilities			22
Recent Accounting Standards			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			23
Item 4. Controls and Procedures			23

PART II-OTHER INFORMATION			24

Item 1. Legal Proceedings.			24
Item 1A. Risk Factors.			24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			24
Item 3. Defaults Upon Senior Securities.			24
Item 4. Mine Safety Disclosures.			24
Item 5. Other Information.			24
Item 6. Exhibits			24

SIGNATURES			26

~~Table of Contents~~

~~PART 1—FINANCIAL INFORMATION~~

~~ITEM 1—FINANCIAL STATEMENTS~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Stockholders and Board of Directors of~~

~~Khosla Ventures Acquisition Co.~~

~~Opinion on the Financial Statements~~

We have audited the accompanying balance sheet of Khosla Ventures Acquisition Co. (the “Company”) as of June 30, 2021, the related statement of operations, changes in common stock subject to possible redemption and stockholders’ deficit and cash flows for the period from January 15, 2021 (inception) through June 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021, and the results of its operations and its cash flows for the period from January 15, 2021 (inception) through June 30, 2021

~~in conformity with accounting principles generally accepted in the United States of America.~~

~~Going Concern Uncertainty~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis for Opinion~~

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~/s/ BDO USA, LLP~~

~~We have served as the Company’s auditor since 2021.~~

~~McLean, Virginia~~

~~September 13, 2021~~

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KHOSLA VENTURES ACQUISITION CO.

~~Balance Sheet~~

~~As of June 30, 2021~~

~~(Audited)~~

CONDENSED BALANCE SHEETS


				JUNE 30, 2022			DECEMBER 31, 2021
				(Unaudited)
ASSETS
Cash and cash equivalents	$	787,378
Cash				$	109,367		$	202,245
Prepaid expenses		663,975			478,785			663,974

Total current assets		1,451,353			588,152			866,219
Marketable securities held in Trust Account		345,005,244			345,535,206			345,017,029
Other assets		522,501
Other non-current assets					—			112,785

Total assets	$	346,979,098
Total Assets				$	346,123,358		$	345,996,033


LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	130,980		$	77,079		$	189,136
Due to related party					410,614			600
Income tax payable					49,393			—
Franchise tax payable		100,000			294,071			200,000
Accrued expenses		1,771,977			3,847,942			3,815,467
Due to related party		600

Total current liabilities		2,003,557			4,679,099			4,205,203
Deferred underwriting fees payable		12,075,000			12,075,000			12,075,000
Class K Founder Shares derivative liabilities		2,300,000			—			150,000

Total liabilities		16,378,557			16,754,099			16,430,203

Commitments and Contingencies (Note 5)		0		0			0
Class A c ommon stock subject to possible redemption, 34,500,000 shares at $10.00 redemption value		345,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 990,000 issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		99
Class A common stock subject to possible redemption, 34,500,000 shares at $10.00 per share					345,535,206			345,017,029
Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaNissued or outstanding					0—			0—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 990,000 issued or outstanding (excluding 34,500,000 shares subject to possible redemption)					99			99
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500			500
Additional paid-in capital		—			—			0—
Accumulated deficit		(14,400,058	)		(16,166,546	)		(15,451,798	)

Total stockholders’ deficit		(14,399,459	)		(16,165,947	)		(15,451,199	)

Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	346,979,098		$	346,123,358		$	345,996,033

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~KHOSLA VENTURES ACQUISITION CO.~~

~~Statements of Operations~~

Three Months
Ended June 30,

Inception-to-Date

June 30,


2021
(UNAUDITED)

2021 (AUDITED)

Formation and operating costs
   $ —   $ 30,000
General and administrative expenses
   2,122,885 2,239,443
Franchise tax expense
   50,000 100,000


Loss from operations
   (2,172,885 ) (2,369,443 )
Financing expenses on derivative classified instrument
   —   (12,137,500 )
Gain on marketable securities (net), dividends and interest, held in Trust Account
   5,244 5,244
Change in fair value of derivative liabilities
   850,000 9,850,000


Loss before income tax expense
   (1,317,641 ) (4,651,699 )
Net Loss

$
(1,317,641
)

$
(4,651,699
)


Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted

34,500,000

23,900,602



Basic and diluted net loss per share, Class A common stock subject to possible redemption

$
(0.02
)

$
(0.13
)


Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted

990,000

685,843



Basic and diluted net loss per share, Class A non-redeemable common stock

$
(0.12
)

$
(0.26
)


Weighted average shares outstanding Class B non-redeemable common stock, basic and diluted


5,000,000

5,000,000



Basic and diluted net loss per common stock, Class B

$
(0.12
)

$
(0.27
)

~~The accompanying notes are an integral part of these financial statements.~~

KHOSLA VENTURES ACQUISITION CO.

CONDENSED STATEMENTS OF OPERATIONS

~~Statement of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit~~

~~For the period from January 15, 2021 (Inception) through June 30, 2021~~

(Unaudited)

Common Stock Subject
to Possible Redemption

Common Stock

Class A

Class A

Class B

Shares

Amount

Shares

Amount

Shares

Amount

Additional
Paid-In Capital

Accumulated Deficit

Total
Stockholders’
Deficit

Balance as of January 15, 2021
0   $ 0—   0   $ 0—   0   $ 0—   $ 0—   $ 0—   $ 0—
Issuance of common stock to Sponsor
—   —   —   —   5,000,000 500 12,000 —   12,500
Sale of Public Shares, net of $19,660,260 issuance costs
34,500,000 325,339,740 —   —   —   —   —   —   —
Sale of Private Placement Shares
—   —   990,000 99 —   —   9,899,901 —   9,900,000
Accretion of Class A Common Stock to redemption value
—   19,660,260 —   —   —   —   (9,911,901 ) (9,748,359 ) (19,660,260 )
Net loss
—   —   —   —   —   —   —   (3,334,058 ) (3,334,058 )

Balance as of March 31, 2021 (unaudited)

34,500,000

$
345,000,000

990,000

$
99

5,000,000

$
500

$
—

$
(13,082,417
)

$
(13,081,818
)
Net loss
—   —   —   —   —   —   —   (1,317,641 ) (1,317,641 )

Balance as of June 30, 2021 (audited)

34,500,000

$
345,000,000

990,000

$
99

5,000,000

$
500

$
—

$
(14,400,058
)

$
(14,399,459
)


	For The Three Months Ended June 30, 2022			For The Three Months Ended June 30, 2021			For The Six Months Ended June 30, 2022			For The Period From January 15, 2021 (Inception) Through June 30, 2021
Formation costs	$	—		$	—		$	—		$	30,000
General and administrative expenses		344,160			2,122,885			715,355			2,239,443
Franchise tax expenses		50,000			50,000			100,000			100,000

Loss from operations		(394,160	)		(2,172,885	)		(815,355	)		(2,369,443	)
Financing expenses on derivative classified instrument		—			—			—			(12,137,500	)
Change in fair value of derivative liabilities		—			850,000			150,000			9,850,000
Gain on marketable securities (net), dividends and interest, held in Trust Account		490,019			5,244			518,177			5,244

Income (loss) before income tax expense		95,859			(1,317,641	)		(147,178	)		(4,651,699	)

Income tax expense		49,393			—			49,393			—
Net income (loss)	$	46,466		$	(1,317,641	)	$	(196,571	)	$	(4,651,699	)
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		34,500,000			34,500,000			34,500,000			23,900,602
Basic and diluted net income (loss) per share, Class A subject to possible redemption	$	0.00		$	(0.03	)	$	(0.00	)	$	(0.16	)
Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted		990,000			990,000			990,000			685,843
Basic and diluted net income (loss) per share, Class A non-redeemable common stock	$	$ (0.01	)	$	(0.03	)	$	(0.02	)	$	(0.16	)
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		5,000,000			5,000,000			5,000,000			5,000,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.12	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

KHOSLA VENTURES ACQUISITION CO.

~~Statement of Cash Flows~~

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE

REDEMPTION AND STOCKHOLDERS’ DEFICIT

~~For the period from January~~

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND FOR THE PERIOD FROM JANUARY 15, 2021 ~~(Inception) through June~~

(INCEPTION) THROUGH JUNE 30, 2021

(Unaudited)

Cash Flows from Operating Activities:

Net loss
   $ (4,651,699 )
Adjustments to reconcile net loss to net cash used in operating activities:

Financing expenses on derivative classified instrument
   12,137,500
Change in fair value of derivative liabilities
   (9,850,000 )
Gain on marketable securities (net), dividends and interest, held in Trust Account
   (5,244 )
Changes in operating assets and liabilities:

Prepaid expenses
and other assets
   (1,186,476 )
Accounts payable
and accrued expenses
   2,002,957


Net cash used in operating activities
   (1,552,962 )


Cash Flows from Investing Activities:

Investment of cash into Trust Account
   (345,000,000 )


Net cash used in investing activities
   (345,000,000 )


Cash Flows from Financing Activities:

Proceeds from issuance of Class B
an
d
Class K common stock to Sponsor
   25,000
Advances from related party
   600
Proceeds from
sale of Public Shares, net of transaction costs paid
   337,414,740
Proceeds from sale of Private Placement Shares
   9,900,000


Net cash provided by financing activities
   347,340,340


Net increase in cash
   787,378


Cash—beginning of period
   0


Cash—end of period
   $ 787,378


Supplemental disclosure of noncash investing and financing activities:



Deferred underwriting fees payable
   $ 12,075,000


	Common Stock Subject to Possible Redemption				Common Stock
	Class A				Class A				Class B
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance as of January 1, 2022 (audited)		34,500,000	$	345,017,029		990,000	$	99		5,000,000	$	500	$	0—	$	(15,451,798	)	$	(15,451,199	)
Accretion of Class A common stock to redemption value		—		28,158						—		—		—		(28,158	)		(28,158	)
Net loss		—		—		—		—		—		—		—		(243,037	)		(243,037	)

Balance as of March 31, 2022 (unaudited)		34,500,000	$	345,045,187		990,000	$	99		5,000,000	$	500	$	—	$	(15,722,993	)	$	(15,722,394	)
Accretion of Class A common stock to redemption value		—		490,019						—		—		—		(490,019	)		(490,019	)
Net income		—		—		—		—		—		—		—		46,466			46,466

Balance as of June 30, 2022 (unaudited)		34,500,000	$	345,535,206		990,000	$	99		5,000,000	$	500	$	—	$	(16,166,546	)	$	(16,165,947	)


	Common Stock Subject to Possible Redemption
	Class A				Class A				Class B
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit
Balance as of January 15, 2021 (inception)		—	$	0—		0—	$	0—		0—	$	0—	$	0—		$	0—		$	0—
Issuance of common stock to Sponsor		—		—		—		—		5,000,000		500		12,000			—			12,500
Sale of Public Shares, net of $19,660,260 issuance costs		34,500,000		325,339,740		—		—		—		—		—			—			—
Sale of Private Placement Shares		—		—		990,000		99		—		—		9,899,901			—			9,900,000
Accretion of Class A common stock to redemption value		—		19,660,260		—		—		—		—		(9,911,901	)		(9,748,359	)		(19,660,260	)
Net loss		—		—		—		—		—		—		—			(3,334,058	)		(3,334,058	)

Balance as of March 31, 2021 (unaudited)		34,500,000	$	345,000,000		990,000	$	99		5,000,000	$	500	$	—		$	(13,082,417	)	$	(13,081,818	)
Net loss		—		—		—		—		—		—		—			(1,317,641	)		(1,317,641	)

Balance as of June 30, 2021 (unaudited)		34,500,000	$	345,000,000		990,000	$	99		5,000,000	$	500	$	—		$	(14,400,058	)	$	(14,399,459	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

KHOSLA VENTURES ACQUISITION CO.

STATEMENTS OF CASH FLOWS

(Unaudited)


	For The Six Months Ended June 30, 2022			For The Period From January 15, 2021 (Inception) Through June 30, 2021
Cash Flows from Operating Activities
Net loss	$	(196,571	)	$	(4,651,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Financing expenses on derivative classified instrument		—			12,137,500
Gain on marketable securities (net), dividends and interest, held in Trust Account		(518,177	)		(5,244	)
Change in fair value of derivative liabilities		(150,000	)		(9,850,000	)
Changes in operating assets and liabilities:
Prepaid and other non-current assets		297,974			(1,186,476	)
Accounts payable and accrued expenses (including franchise tax payable and income tax payable)		63,882			2,002,957

Net cash used in operating activities		(502,892	)		(1,552,962	)

Cash Flows from Investing Activities
Investment of Marketable securities held in Trust Account		—			(345,000,000	)

Net cash used in investing activities		—			(345,000,000	)

Cash Flows from Financing Activities
Proceeds from issuance of Class B and Class K common stock to Sponsor		—			25,000
Advances from related party		410,014			600
Proceeds from sale of Public Share, net of transaction costs		—			337,414,740
Proceeds from sale of Private Placement Shares		—			9,900,000

Net cash provided by financing activities		410,014			347,340,340

Net (decrease) increase in cash		(92,878	)		787,378
Cash - beginning of period		202,245			—

Cash - end of period	$	109,367		$	787,378

Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A shares to redemption value	$	518,177		$	—
Deferred underwriting fees payable	$	—		$	12,075,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

KHOSLA VENTURES ACQUISITION CO.

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

Note 1—Description of Organization, Business Operations and Going Concern

Khosla Ventures Acquisition Co. (the “Company”) is a blank check company formed as a Delaware corporation ono

n January 15, 2021. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

As of June 30, ~~2021,~~2022, the Company had not commenced any operations. All activity ~~for the period from January 15, 2021 (inception)~~ through June 30, ~~2021~~2022 relates to the Company’s formation, its initial public offering (the “IPO”), and the ~~Initial Public Offering,~~Company’s search for a target to consummate a Business Combination, which isare all described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from ~~the Initial Public Offering (as defined below). The Company has selected December 31 as~~ its ~~fiscal year end.~~

initial public offering.

The Company’s sponsor is Khosla Ventures SPAC Sponsor LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. On March 8, 2021, the Company consummated its ~~initial public offering (the “IPO”)~~IPO of 30,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”),

excluding additional

Public Shares sold pursuant to the
full exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of
~~$10.00~~

$10.00 per Public Share, generating gross proceeds to the Company of ~~$345,000,000.~~$300,000,000. On March 8, 2021, the Company’s underwriters exercised in full
their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase an additional
4,500,000 Public Shares from the Company at a price of $10.00 per share less the underwriting ~~discount.~~fees payable. In total, the Company sold 34,500,000 Public Shares in connection with its ~~IPO.~~IPO for gross proceeds of $345,000,000. The ~~Underwriters~~underwriters designate March 8, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement.

Simultaneously with the closing of the IPO, the Company completed the private sale of 990,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Sponsor, generating aggregate gross proceeds to the Company of ~~$9,900,000~~

.$9,900,000.

Following the closing of the ~~Initial Public Offering~~IPO on March 8, 2021, and the full exercise of the underwriters’ overallotment option on March 8, 2021, an amount of

~~$345,000,000~~ $345,000,000 ($10.00

per Public Share) of the proceeds from the IPO, including $12,075,000 of the ~~underwriters’ deferred discount~~underwriting fees payable was placed in a ~~U.S.-based~~U.S.- based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (“Trust Account”)., and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the IPO, including proceeds from the sale of Private Placement Shares and forward purchase shares, which are held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial ~~business combination,~~Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial ~~business combination~~Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or

pre-initial ~~business combination~~

Business Combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its ~~business combination~~Business Combination within 24 months from the closing of the IPO, subject to applicable law.

If the Company is unable to complete a business combination by March 8, 2023 (24 months from the closing of the IPO), or June 8, 2023 (27 months from the closing of the IPO), if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 8, 2023, and the stockholders have not amended the certificate of incorporation to extend such period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 9, 2021, the Company entered into an agreement for a proposed initial Business Combination with Valo Health, a technology company using human-centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process. Concurrently with such an agreement, the Company also entered into subscription agreements (the “PIPE I Subscription Agreements”) with certain investors (collectively, the “PIPE I Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE I Investors collectively subscribed for 16,855,000 shares of Class A common stock for an aggregate purchase price equal to $168,550,000 (the “PIPE I Investment”). On July 30, 2021, the Company entered into additional subscription agreements (the “PIPE II Subscription Agreements”) with certain investors (collectively, the “

PIPE II

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Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE II Investors collectively subscribed for an addition

3,231,250

shares of KVSA Common Stock for an aggregate purchase price equal to $

32,312,500

(the “PIPE II Investment”). However, on November 15, 2021, the Company and Valo Health mutually agreed to terminate the proposed initial Business Combination based on market conditions, particularly in the biotechnology area. The PIPE I Investment and PIPE II Investment were also both terminated upon the termination of the proposed initial Business Combination with Valo Health.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its ~~Initial Public Offering~~IPO and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets that together have an aggregate fair market value equal to at least ~~80%~~

% of the net assets held in the Trust Account (excluding the deferred underwriting ~~commissions~~fees payable and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires ~~50%~~

% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, management has agreed that an amount equal to at least $10.00 per Public Share sold in the IPO, including the proceeds from the sale of the private placement shares and the sale of forward purchase shares, will be held in a Trust Account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

The Company will provide its holders of the ~~Public Shares~~ (the “Public Stockholders”) of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share, sold in the IPO (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting ~~commissions~~fees payable the Company will pay to the ~~underwriters (as discussed in Note~~

).underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the ~~Initial Public Offering,~~IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the ~~Initial Public Offering~~IPO (the “Amended and Restated Certificate of Incorporation”), conduct

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the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below) prior to this ~~Initial Public Offering~~IPO (the “Initial Stockholders”) have agreed to vote their Founder Shares ~~(as defined in Note 5)~~ and any Public Shares purchased during or after the ~~Initial Public Offering~~IPO in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ~~or more~~ of the ~~Class A common stock sold in the Initial~~ Public ~~Offering,~~Shares, without the prior consent of the Company.

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The holders of the Founder Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem

~~100~~

100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period ~~(as defined below)~~ or (B) with respect to any other provision relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the ~~Initial Public Offering~~IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders’ have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the ~~Initial Public Offering,~~IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting ~~commission~~
fees payable held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or ~~business combination~~Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the ~~Initial Public Offering~~IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On June 9, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Valo Health, Inc., a Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability company (“Valo Holdco” and, together with Valo, the “Valo Parties”) and Killington Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”).

On June 9, 2021, concurrently with the execution of the Merger Agreement, the Company also entered into subscription agreements (the “PIPE I Subscription Agreements”) with certain investors (collectively, the “PIPE I Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE I Investors have collectively subscribed for

~~16,855,000~~

~~shares of Class A common stock, par value $~~

~~0.0001~~

~~per share (“KVSA Common Stock”), for an aggregate purchase price equal to $~~

~~168,550,000~~

~~(the “PIPE I Investment”).~~

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Going

Concern and Liquidity

As of June 30, ~~2021,~~2022, the Company had ~~$787,378~~$109,367 in its operating bank ~~accounts, $345,005,244~~account, $478,785 in prepaid expenses, and $345,535,206 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of ~~$552,204. As of~~$4,090,947. For the six months ended June 30, ~~2021, $5,244~~2022, $518,177 of the amount on deposit in the Trust Account represented the gain on marketable securities (net), dividends and interest, ~~income,~~held in Trust Account, which is available for ~~working capital needs.~~payment of franchise taxes and expenses in connection with the liquidation of the Trust Account. For the period from January 15, 2021 (inception) to June 30, 2021, $5,244 of the amount on the deposit in the Trust Account represented the gain on marketable securities (net), dividends and interest, held in Trust Account. In addition, the Working Capital Loan and advances from related parties are available to the Company to fund operations.

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If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity ~~condition and date for mandatory liquidation and dissolution~~conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date of filing. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, and a $300,000

~~pro~~

~~ory~~

note payable to the Sponsor. The Company fully repaid the note to the Sponsor in March 2021. Subsequent to the consummation of the IPO, the Company received net proceeds not held in the Trust Account of approximately $3,000.000.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-transaction company at $10.00 per share at the option of the lender. As of June 30, 2021, the Company has 0 borrowings under the Working Capital Loans.

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Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements ~~are presented~~have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and ~~pursuant~~in accordance with the instructions to ~~the rules~~ Form

10-Q

and ~~regulations~~ Article 8 of Regulation

S-X

of the SEC.

~~The accompanying unaudited statement of operations and changes~~ Certain information or footnote disclosures normally included in ~~common stock subject to possible redemption and stockholders’ deficit for the three-month period ended June 30, 2021 are presented~~financial statements prepared in ~~U.S. dollars in conformity~~accordance with GAAP ~~and~~have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and ~~reflect all adjustments, consisting only~~footnotes necessary for a complete presentation of ~~normal recurring adjustments, which are, in~~financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for ~~the~~a fair presentation of the financial statements, operating results ~~of operations~~and cash flows for the period presented.

The interim results for the period ended June 30, ~~2021,~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021,~~2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable.

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The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had ~~$787,378 in cash and~~ 0 cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

~~At June 30, 2021, the assets~~The Company’s portfolio of investments held in the Trust Account ~~were invested~~are comprised solely of U.S. government securities, within the meaning set forth in ~~Goldman Sachs funds.~~Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets.

Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic ~~480.~~480, “Distinguishing Liabilities from Equity.”

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance ~~sheet.~~sheets. Accordingly, as of June 30, 2022 and December 31, 2021,

34,500,000

shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance ~~sheet.~~sheets.

The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic

480-10-S99.

Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the ~~Initial Public Offering,~~IPO, March

, 2021, was the redemption date. Such changes are reflected in additional

paid-in

capital, or in the absence of additional

paid-in

capital, in accumulated deficit. ~~From~~For the three months and six months ended June 30, 2022, the Company recorded an accretion of $490,019 and $518,177, respectively, all of which was recorded in accumulated deficit. For the three months ended June 30, 2021, and for the period

from January

15,

, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $0 and $19,660,260, respectively, of which for the period from January 15, 2021 (inception) through June 30, 2021, $9,911,901 was recorded in additional

paid-in

capital and $9,748,359 was recorded in accumulated deficit.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance ~~coverage of $250,000.~~coverage. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Financial Instruments~~11

~~The fair value~~Table of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

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Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance ~~sheet.~~sheets.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the Company’s financial assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the ~~Initial Public Offering~~IPO and were charged to temporary equity upon the completion of the ~~Initial Public Offering. Offering costs were $19,660,260 for the period from January 15, 2021 (inception) through June 30, 2021.~~IPO.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ~~As of June 30, 2021, the deferred tax asset is de minimis.~~

ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0no unrecognized tax benefits and 0no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net ~~Loss~~Income (Loss) Per Share of Common Stock

Net ~~loss~~income (loss) per share is computed by dividing net ~~loss~~income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.

Class K common stock will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the ~~10th~~ 10

anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at

~~$30.00,~~ $30.00, $40.00 and $50.00

per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted ~~loss~~income (loss) per share since the conversion of Class K common stock into Class A common stock is contingent upon the occurrence of future events.

Class B ~~shares~~Founder Shares and Private Placement Shares are included in the calculation of

non-redeemable ~~earnings~~

loss per share.

The Company’s statements of operations include a presentation of ~~income (loss)~~loss per share for shares of common stock subject to possible redemption in a manner similar to the

two-class

method of ~~income (loss)~~loss per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with ASC Topic

480-10-S99-3A,

the Company has treated the accretion in excess of fair value in the same manner as a dividend, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of June 30, 2022 and December 31,

2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted ~~loss~~income (loss) per share is the same as basic loss per share for the ~~period~~periods presented.

A reconciliation of net loss per common stock is as follows:

For the three months ended

June 30, 2021
(UNAUDITED)

For the period from

January 19, 2021 (inception)
through June 30, 2021
(AUDITED)

Net loss
   $ (1,318,241 ) $ (4,652,299 )
Accretion of temporary equity to redemption value
   (3,450,000 ) (3,450,000 )


Net loss including accretion of temporary equity to redemption value
   $ (4,768,241 ) $ (8,102,299 )


	For The Six Months Ended June 30, 2022			For The Period From January 15, 2021 (Inception) Through June 30, 2021
Net loss	$	(196,571	)	$	(4,651,699	)
Accretion of temporary equity in excess of fair value		(518,177	)		0—

Net loss including accretion of temporary equity in excess of fair value	$	(714,748	)	$	(4,651,699	)


	For The Three Months Ended June 30, 2022			For The Three Months Ended June 30, 2021
Net income (loss)	$	46,466		$	(1,317,641	)
Accretion of temporary equity in excess of fair value		(490,019	)		0—

Net loss including accretion of temporary equity in excess of fair value	$	(443,553	)	$	(1,317,641	)

For the three months ended
June 30, 2021
(UNAUDITED)

For the period from
January 19, 2021 (inception)
through June 30, 2021
(AUDITED)


Class A-t

Class A-p

Class B

Class A-t

Class A-p

Class B

Basic and diluted net income (loss) per share

Numerator

Allocation of net loss including accretion of temporary equity
   (4,062,838 ) (116,586 ) (588,817 ) (6,545,221 ) (187,819 ) (1,369,259 )
Accretion of temporary equity to redemption value
   3,450,000 —   —   3,450,000 —   —
Allocation of
n
et
i
ncome (loss)
   (612,838 ) (116,586 ) (588,817 ) (3,095,221 ) (187,819 ) (1,369,259 )


Denominator

Weighted-average shares outstanding
   34,500,000 990,000 5,000,000 23,900,602 685,843 5,000,000
Basic and diluted net income (loss) per share
   $ (0.02 ) $ (0.12 ) $ (0.12 ) $ (0.13 ) $ (0.27 ) $ (0.27 )


	For The Six Months Ended June 30, 2022
	Class A-t (Temporary)			Class A-p (Permanent)			Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	$	(609,010	)	$	(17,476	)	$	(88,262	)
Deemed dividend for accretion of temporary equity in excess of fair value		518,177			—			—

Allocation of net loss and deemed dividend	$	(90,833	)	$	(17,476	)	$	(88,262	)

Denominator
Weighted average shares outstanding, basic and diluted		34,500,000			990,000			5,000,000
Basic and diluted net loss per share	$	(0.00	)	$	(0.02	)	$	(0.02	)

1113

Table of Contents


	For The Period from January 15, 2021 (Inception) Through June 30, 2021
	Class A-t (Temporary)			Class A-p (Permanent)			Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	$	(3,931,776	)	$	(112,825	)	$	(607,099	)
Deemed dividend for accretion of temporary equity in excess of fair value		—			—			—

Allocation of net loss and deemed dividend	$	(3,931,776	)	$	(112,825	)	$	(607,099	)

Denominator
Weighted average shares outstanding, basic and diluted		23,900,602			685,843			5,000,000
Basic and diluted net loss per share	$	(0.16	)	$	(0.16	)	$	(0.12	)


	For The Three Months Ended June 30, 2022
	Class A-t (Temporary)			Class A-p (Permanent)			Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	$	(377,935	)	$	(10,845	)	$	(54,773	)
Deemed dividend for accretion of temporary equity in excess of fair value		490,019			—			—

Allocation of net loss and deemed dividend	$	112,084		$	(10,845	)	$	(54,773	)

Denominator
Weighted average shares outstanding, basic and diluted		34,500,000			990,000			5,000,000

Basic and diluted net loss per share	$	0.00		$	(0.01	)	$	(0.01	)


	For The Three Months Ended June 30, 2021
	Class A-t (Temporary)			Class A-p (Permanent)				Class B
Basic and diluted net loss per share							��
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	$	(1,122,712	)	$	(32,217	)		$	(162,712	)
Deemed dividend for accretion of temporary equity in excess of fair value		—			—				—

Allocation of net loss and deemed dividend	$	(1,122,712	)	$	(32,217	)		$	(162,712	)

Denominator
Weighted average shares outstanding, basic and diluted		34,500,000			990,000				5,000,000
Basic and diluted net loss per share	$	(0.03	)	$	(0.03	)		$	(0.03	)

Recent Accounting

Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

Note 3—Initial Public Offering

Pursuant to the ~~Initial Public Offering,~~IPO, the Company sold 34,500,000 Public Shares at a purchase price of $10.00 per Public Share, including 4,500,000 Public Shares sold pursuant to the full exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments.

Simultaneously

with the closing of the IPO, the Company completed the private sale of 990,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Company’s ~~sponsor, Khosla Ventures SPAC~~ Sponsor ~~LLC,~~ generating aggregate gross proceeds to the Company of $9,900,000.

Note 4—Related Party Transactions

Promissory Note – Related Party

On January 19, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) December 31, 2021 and (ii) the completion of the IPO. The outstanding balance under the promissory note was repaid upon consummation of the IPO. The Company can no longer borrow under the Promissory Note.

Due to Related Party

An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and

non-interest

bearing. During the six months ended June 30, 2022 and the period from January 15, 2021 (inception) through June 30, 2021, the related party paid $410,014 and $600 of operating costs on behalf of the Company, respectively. During the three months ended June 30, 2022 and 2021, the related party paid $331,946 and $25,000 of operating costs on behalf of the Company, respectively. As of June 30, 2022 and December 31, 2021, the amount due to the related party was $410,614 and $600, respectively.

Founder Shares

On January 19, 2021, the Sponsor acquired 10,000,000 Founder Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000

Class B Founder Shares (also known as “Class B common stock”) and

5,000,000

Class K Founder Shares (also known as “Class K common stock”). Prior to the initial investment in the

~~ompany~~ Company of $

~~25,000~~

$25,000 by the ~~sponsor,~~Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On February 28, 2021, the Sponsor entered into a security assignment agreement with six of the Company’s independent directors and assigned

240,000

shares of Class B Founder Shares at an aggregate price of $$600.

~~600~~

Class B Founder Shares

The Class B Founder Shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial ~~business combination,~~Business Combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an

an as-converted

basis,

Class K Founder Shares

The Class K Founder Shares will convert into shares of Class A common stock after the initial ~~business combination~~Business Combination only to the extent certain triggering events occur prior to the ~~10th~~ 10

anniversary of the initial ~~business combination,~~Business Combination, including three equal triggering events based on our stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of our initial ~~business combination~~Business Combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K Founder Shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares (including both Class B Founder Shares and Class K Founder Shares) will equal, in the aggregate on an

an as-converted

basis,

30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B Founder Shares and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities ~~(as defined herein)~~ or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial ~~business combination,~~Business Combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial ~~business combination~~Business Combination and (y) any Private Placement Shares. Prior to our initial ~~business combination,~~Business Combination, only holders of shares of our Class B common stock were entitled to vote on the appointment of directors.

The Company accounts for the Class K Founder Shares as equity linked instruments. Based on the guidance in ASC Topic 815, “Derivatives and Hedging,” certain adjustments to the settlement amount of the Class K Founder Shares are based on a variable that is not an input to the fair value of a ~~“fixed-for-fixed”~~

“fixed-for-fixed”

option as defined under ASC Topic

815-40.

The Class K Founder Shares are recorded as liabilities as these shares are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

~~Promissory Note – Related Parties~~

~~Note was non-interest bearing and~~

~~payable on the earlier of (i) December 31, 2021 and (ii) the completion of the IPO. As of June 30, 2021, the outstanding balance under the Promissory Note was $600.~~

Working Capital ~~Loan~~

sLoans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Private Placement Shares

Simultaneously with the closing of the ~~Initial Public Offering,~~IPO, the Sponsor has purchased 990,000 Class A common stock at a price of $10.00 per share in a private placement for an aggregate purchase price of $9,900,000. The Private Placement Shares are identical to the shares of Class A common stock shares sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A common stock and as a result, the proceeds received in connection with the ~~Initial Public Offering~~IPO are excluded from temporary equity. The par value of these shares and related additional paid in capital are classified as permanent equity in the Company’s financial statements.

The initial

stockholders

agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial ~~business combination.~~Business Combination.

Forward Purchase Agreement

The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 2,500,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that would close simultaneously with the closing of the initial ~~business combination.~~Business Combination. The proceeds from the sale of these forward-purchase shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in

connection with the ~~business combination,~~Business Combination, will be used to satisfy the cash requirements of the ~~business combination,~~Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the ~~post-business combination~~post-Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the ~~Khosla Entities~~sponsor (together with any permitted transferees under the

forward-purchase

agreement) may purchase less than 2,500,000 forward-purchase shares. The forward-purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. The Company performed an assessment in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity,” and ASC Topic

815,

, “Derivatives and Hedging,” to conclude whether the forward-purchase shares constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that the forward-purchase shares should be equity-classified and its embedded features should not be bifurcated.

Note 5—Commitments &

Contingencies

Registration Rights

The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the IPO. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable

~~applicable~~ lock-up

period.

Underwriting Agreement

The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 4,500,000

additional Public Shares at the ~~Initial Public Offering~~IPO price, less the underwriting ~~discounts and commissions.~~fees payable. On March 8, 2021, the Company’s underwriters exercised in full their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase

4,500,000

Public Shares from the Company at a price of $10.00 per share less the underwriting ~~discount.~~fees payable. This transaction settled on March 8, 2021.

The underwriters are entitled to a deferred underwriters fee of $12,075,000. The deferred underwriters fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Note 6—Stockholders’ ~~Equity (Deficit)~~

Deficit

Preferred Stock

- The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 0 shares of preferred stock issued or outstanding.

~~Class~~17

Table of Contents

Class A Common Stock

- The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 990,000 shares of Class A common stock issued or outstanding, excluding 34,500,000 shares of common stock subject to possible redemption.

Class

B Common Stock

- The Company is authorized to

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. ~~Except as described below, holders~~Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

Note 7—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value.


	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities held in Trust Account	$	345,535,206	$	—	$	—	$	345,535,206
Liabilities:
Class K Founder Shares derivative liabilities		—		—		0—		0—

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value.

Marketable securities held in Trust Account

Derivative liability – Class K Founder Shares


	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities held in Trust Account	$	345,017,029	$	—	$	—	$	345,017,029
Liabilities:
Class K Founder Shares derivative liabilities		—		—	$	150,000	$	150,000

Class K Founder Shares ~~Liability~~

Derivative Liabilities

Class K Founder Shares

s is accounted for as a liability in accordance with ASC Topic 815, “Derivatives and Hedging,” and presented as a derivative liability on the accompanying June 30, 2022 and December 31, 2021 balance ~~sheet.~~sheets. The derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liability in the ~~statement~~statements of operations. In order to capture the market conditions associated with the Class K Founder Shares ~~liability,~~derivative liabilities, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K Founder Shares. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liability is determined by taking the average of all present values.

The Company evaluated the Class K founder Shares as of June 30, 2022 and concluded given the liabilities related to the Class K Founder Shares is 0, no quarterly valuation as of June 30, 2022 is needed.

The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows ~~on the date of issuance and~~ as of ~~June 30,~~December 31, 2021:


Input	January 22, 2021			June 30, 2021			December 31, 2021
Risk-free interest rate		1.14	%		1.47	%
Term to business combination		0.8 years			0.4 years
Input Risk-free interest rate								1.54	%
Term to Business Combination								0.5 years
Expected volatility		22.5	%		15.5	%		10.50	%
Stock Price	$	10.00		$	9.89
Stock price							$	9.70
Dividend yield		0.0	%		0.0	%		0.00	%

The following table presents a summary of the changes in the fair value of the Class K Founder Shares ~~liability,~~derivative liabilities, a Level 3 liability, measured on a recurring basis, ~~as of~~for the period from January 1, 2022 through June 30, ~~2021:~~2022:

Class K Founder
Shares Derivative
Liability

Fair value, January 22, 2021
   $ 12,150,000
Change in fair value of Class K Founder Shares liability
   (9,000,000 )


Fair value, March 31, 2021 (unaudited)
   3,150,000
Change in fair value of Class K Founder Shares liability
   (850,000 )


Fair value, June 30, 2021 (audited)

$
2,300,000


	Class K Founder Shares Derivative
	Liabilities
Fair value as of January 1, 2022	$	150,000
Change in fair value		(150,000	)

Fair value as of March 31, 2022	$	0—

Change in fair value		—
Fair value as of June 30, 2022	$	—

There were ~~0 transfers~~0transfers to and from Levels 1, 2, and 3 ~~during~~for the three and six months ended June 30, ~~2021 and~~2022.

The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, for the period from January 15, 2021 (inception) through June 30, 2021:


	Class K Founder
	Shares Derivative
	Liabilities
Fair value at January 15, 2021 (Inception)	$	12,150,000
Change in fair value		(9,000,000	)

Fair value at March 31, 2021	$	3,150,000

Change in fair value		(850,000	)
Fair value as of June 30, 2021	$	2,300,000

There were 0transfers to and from Levels 1, 2, and 3 for three months ended June 30, 2021 and the period from January 15, 2021 (inception) to June 30, 2021.

Note 8—~~Subsequent Events~~Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation costs are generally considered

start-up

costs and are not currently deductible.

We recorded an income tax provision of $49,393 for the three months and six months ended June 30, 2022. The effective income tax rate for the six months ended June 30, 2022 was -33.56%. The

-33.56%

effective income tax rate differs from the federal statutory rate of 21% as a result of

non-deductible

transaction costs, and the movement of the valuation allowance against our U.S. state and federal net deferred tax assets. For the three and six months ended June 30, 2022, the Company had $0 and $0 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance of $1,277,072 and $1,165,271 as of June 30, 2022, and December 31, 2021, respectively.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosurefiles income tax returns in the ~~financial statements, other than those disclosed below:~~U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were

unrecognized tax benefits as of June 30, 2022 and December 31, 2021.

NaN

amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On July 30, 2021, the Company entered into additional subscription agreements (the “PIPE II Subscription Agreements”) with certain investors (collectively, the “PIPE II Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE II Investors have collectively subscribed for an additional 3,231,250 shares of KVSA Common Stock for an aggregate purchase price equal to $32,312,500 (the “PIPE II Investment”). The PIPE I Investment and PIPE II Investment are each expected to be consummated substantially concurrently with the Closing.

Table of Contents

~~ITEM~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Khosla Ventures Acquisition Co. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Khosla Ventures SPAC Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form

10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward- looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its ~~Initial Public Offering~~initial public offering (“IPO”) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any

forward-looking

statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on January 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar ~~Business Combination~~business combination with one or more businesses. We intend to effectuate our ~~Business Combination~~initial business combination using cash from the proceeds of the ~~Initial Public Offering~~IPO and the sale of the ~~Private Placement Shares,~~private placement shares and ~~forward purchase~~forward-purchase shares, our capital stock, debt or a combination of cash, stock and debt. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our ~~Sponsor~~sponsor is Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company. The registration statement for our ~~Initial Public Offering~~IPO was declared effective on March 3, 2021. On March 8, 2021, we consummated ~~its Initial Public Offering~~our IPO of 34,500,000 Public ~~Shares, including 4,500,000 Over-Allotment~~ Shares at $10.00 per share, generating gross proceeds of $345,000,000, and incurring offering costs of $19,660,260, inclusive of $12,075,000 in deferred underwriting ~~commissions.~~fees payable.

Simultaneously with the closing of the ~~Initial Public Offering,~~IPO, we consummated the ~~Private Placement~~private placement of 990,000 ~~Private Placement Shares~~private placement shares at a price of $10.00 per ~~Private Placement Share~~private placement share to the ~~Sponsor,~~sponsor, generating proceeds of $9,900,000.

Upon the closing of the ~~Initial Public Offering~~IPO and the ~~Private Placement,~~private placement, the $345,000,000 ~~($10.00 per share)~~ of ~~the~~ net proceeds offrom the ~~Initial Public Offering~~IPO and certain of the proceeds of the ~~Private Placement was held~~private placement were placed in a Trust Account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule

~~Rule~~ 2a-7

promulgated under the Investment Company Act ~~which~~that invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a ~~Business Combination~~business combination and (ii) the distribution of the Trust Account.

~~Table of Contents~~

If we are unable to complete a ~~Business Combination within 24~~business combination by March 8, 2023 (24 months from the closing of the ~~Initial Public Offering, March~~IPO), or June 8, 2023 ~~or 27~~(27 months from the closing of ~~this offering, June 8, 2023,~~the IPO), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial ~~Business Combination within 24 months from the closing of this offering (the “Combination Period”),~~business combination by March 8, 2023, and our stockholders have not amended the ~~Certificate~~certificate of ~~Incorporation~~incorporation to extend such ~~Combination Period,~~period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the ~~Public Shares,~~public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding ~~Public Shares,~~public shares, which redemption will completely extinguish ~~Public Stockholders’~~public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 9, 2021, ~~the Company~~we entered into an ~~Agreement and Plan of Merger (the “Merger Agreement”)~~agreement for a proposed initial business combination with Valo Health, ~~Inc.,~~ a ~~Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability~~technology company ~~(“Valo Holdco”~~using human- centric data and ~~together~~artificial intelligence (AI) powered computation to transform the drug discovery and development process. Concurrently with Valo, the “Valo Parties”) and Killington Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”). On June 9, 2021, concurrently with the execution of the Merger Agreement, the Companysuch an agreement, we also entered into subscription agreements (the “PIPE I Subscription Agreements”) with certain investors (collectively, the “PIPE I Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE I Investors ~~have~~ collectively subscribed for 16,855,000 shares of Class A common stock ~~par value $0.0001 per share (“KVSA Common Stock”),~~ for an aggregate purchase price equal to $168,550,000 (the “PIPE I Investment”). On July 30, 2021, ~~the Company~~we entered into additional subscription agreements (the “PIPE II Subscription Agreements”) with certain investors (collectively, the “PIPE II Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE II Investors ~~have~~ collectively subscribed for an additional 3,231,250 shares of KVSA Common Stock for an aggregate purchase price equal to $32,312,500 (the “PIPE II Investment”).

On November 15, 2021, we and Valo Health mutually agreed to terminate the proposed initial business combination based on market conditions, particularly in the biotechnology area. As such, we continue to search for a potential initial business combination target. The PIPE I Investment and PIPE II Investment ~~are each expected to be consummated substantially concurrently~~were also both terminated upon the termination of the proposed initial business combination with ~~the Closing.~~Valo Health.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations (other than searching for a business combination after our IPO) nor generated any revenues to date. Our only activities through June 30, 2022 were organizational activities and those necessary to prepare for the IPO and the proposed initial business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We expect to generate

non-operating

income in the form of interest income on marketable securities held after the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had a loss from operations of $394,160, which consisted of $344,160 of general and administrative expenses and $50,000 in franchise tax expense. Of the $344,160 of general and administrative expenses, $180,948 was related to the amortization of Directors’ and Officers’ liability insurance, $10,732 was related to legal expense and $152,480 was related to professional services. We also incurred a $490,019 gain on marketable securities held in Trust Account and $49,393 in income tax expense, resulting in net income of $46,466 for the three months ended June 30, 2022.

For the three months ended June 30, 2021, we had a loss from operations of $2,172,885, which consisted of $2,122,885 of general and administrative expenses and $50,000 in franchise tax expense. Of the $2,122,885 of general and administrative expenses, $167,358 was related to the amortization of Directors’ and Officers’ liability insurance, $1,696,977 was related to legal expense and $258,550 was related to additional professional services. We also incurred a $850,000 gain on the change in fair value of derivative liabilities, and a $5,244 gain on marketable securities held in Trust Account, resulting in a net loss of $1,317,641 for the three months ended June 30, 2021.

For the six months ended June 30, 2022, we had a loss from operations of $815,355, which consisted of $715,355 of general and administrative expenses, and $100,000 in franchise tax expenses. Of the $715,355 of general and administrative expenses, $359,577 was related to the amortization of Directors’ and Officers’ liability insurance, $32,032 was related to legal expense and $323,746 was related to additional professional services. We also incurred a $150,000 gain on the change in fair value of derivative liabilities, and a $518,177 gain on marketable securities held in Trust Account and $49,393 in income tax expense, resulting in a net loss of $196,571 for the six months ended June 30, 2022.

For the period from January 15, 2021 (inception) through June 30, 2021, we had a loss from operations of $2,369,443, which consisted of $30,000 in formation costs, $2,239,443 in general and administrative expenses, and $100,000 in franchise tax expenses. Of the $2,239,443 of general and administrative expenses, $216,474 was related to the amortization of Directors’ and Officers’ liability insurance, $1,759,334 was related to legal expense and $263,635 was related to additional professional services. We also incurred $12,137,500 in financing expenses on derivative classified instrument, offset by the change in fair value of derivative liabilities of $9,850,000, and a $5,244 gain on marketable securities held in Trust Account resulting in a net loss of $4,651,699 for the period from January 15, 2021 (inception) through June 30, 2021.

Liquidity and Capital Resources

As of June 30, ~~2021,~~2022, the Company had ~~$787,378~~$109,367 in its operating bank ~~accounts, $345,005,244~~account, $478,785 in prepaid expenses, $345,535,206 in marketable securities held in the Trust Account to be used for a ~~Business Combination~~business combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of ~~$552,204.~~$4,090,947. As of June 30, ~~2021, $5,244~~2022, $518,177 of the amount on deposit in the Trust Account represented interest income, which is available for ~~working capital needs.~~payment of franchise taxes and expenses in connection with the liquidation of the Trust Account. In addition, the Working Capital Loan and advances from related parties are available to the Company to fund operations.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a ~~Business Combination.~~business combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15,

Subsequent to the consummation of the IPO, the Company received the net proceeds not held in the Trust Account of approximately $3,000,000. The Company fully repaid the note to the Sponsor in March 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

~~Results of Operations~~

We have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities from January 15, 2021 (inception) through June 30, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering and the Transaction, described in Note 1 to the financial statements. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate

~~non-operating~~

income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from January 15, 2021 (inception) through June 30, 2021, we had a net loss of $4,651,699, which consisted of $2,239,443 in general and administrative expenses, $30,000 in formation costs and $100,000 of franchise tax expense, offset by $5,244 in interest income on funds held in the Trust Account, $12,137,500 in financing expenses on Class K Founder Shares liability, and $9,850,000 in change in fair value of Class K Founder Shares liability.

For the three months ended June 30, 2021, we had a net loss of $1,317,641 which consisted of $2,122,885 in general and administrative expenses and $50,000 of franchise tax expense, offset by $5,244 in interest income on funds held in the Trust Account and $850,000 in change in fair value of Class K Founder Shares liability.

~~Off-Balance~~

~~Sheet Arrangements~~

~~We did not have any~~

~~off-balance~~

~~sheet arrangements as of June 30, 2021.~~

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a deferred fee of $0.35 per ~~Public Share,~~public share, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a ~~Business Combination,~~business combination, subject to the terms of the underwriting agreement.

On March 3, 2021, we entered into a ~~forward purchase~~forward-purchase agreement pursuant to which the sponsor (together with any permitted transferees under the ~~forward purchase~~forward-purchase agreement, the “Khosla Entities”) have agreed to purchase an aggregate of up to 2,500,000 ~~forward purchase~~forward-purchase shares for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that will close simultaneously with the closing of the initial ~~Business Combination.~~business combination. The Khosla Entities will purchase a number of forward-purchase shares that will result in gross proceeds to us necessary to enable us to consummate our initial ~~Business Combination~~business combination and pay related fees and expenses, after first applying amounts available to us from the Trust Account (after paying the ~~deferred~~ underwriting ~~discount~~fees payable and giving effect to any redemptions of Public Shares) and any other financing source obtained by us for such purpose at or prior to the consummation of our initial ~~Business Combination,~~business combination, plus any additional amounts mutually agreed by us and the Khosla Entities to be retained by the ~~post-Business Combination~~post-business combination company for working capital or other purposes. The Khosla Entities’ obligation to purchase forward-purchase shares will, among other things, be conditioned on the ~~Business Combination~~business combination (including the target assets or business, and the terms of the ~~Business Combination)~~business combination) being reasonably acceptable to the Khosla Entities and on a requirement that such initial ~~Business Combination~~business combination is approved by a unanimous vote of our board of directors. In determining whether a target is reasonably acceptable to the Khosla Entities, we expect that the Khosla Entities would consider many of the same criteria as we will consider but will also consider whether the investment is an appropriate investment for the Khosla Entities.

Critical Accounting ~~Policies~~

Estimate

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting ~~policies~~estimate other than the following.

Class K ~~Common Stock~~

Founder Shares Derivative Liabilities

~~Class~~Please refer to additional information in filed 10- K ~~common stock was accounted~~ for ~~as a liability in accordance with ASC Topic 815 and presented as derivative liability on~~ the ~~accompanying March~~fiscal year ended December 31, 2021 ~~balance sheet. The derivative liability was measured at fair value at inception~~within Financial Statements Note 4 and on a recurring basis, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K common stock liability, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K common stock. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liability is determined by taking the average of all present values.

~~The inputs used as of June 30, 2021 was as follow: risk free rate: 1.47%; term to business combination: 0.4 years; expected volatility: 15.5% and stock price: $9.89.~~Note 7.

1822

Recent Accounting ~~Pronouncements~~

Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

As of June 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~Item 4.~~

Item 4. Controls and Procedures

Evaluation of ~~Disclosure Controls~~disclosure controls and ~~Procedures~~

procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, ~~2021,~~2022, as such term is defined in Rules

~~Rules~~ 13a-15(e)

and

15d-15(e)

under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting related to ~~the~~ inaccurate accounting. Management identified errors in its historical financial statements related to the accounting for the Class A common stock and the Class K ~~Founder Shares.~~founder shares. Because the Class A common stock issued in the ~~Initial Public Offering~~IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control, the Company should have classified all of these redeemable shares in temporary equity and remeasured these redeemable shares to their redemption value (i.e., $10.00 per share) as of the end of the first reporting period after the date of the Company’s ~~Initial Public Offering.~~IPO. Management also concluded that it incorrectly accounted for the Class K ~~Founder Shares~~founder shares as permanent equity versus a derivative liability.

To address these material weaknesses, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communications within the Company, financial advisors and independent registered public accounting firm. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We plan to include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than this issue, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in ~~Internal Control~~internal control over ~~Financial Reporting~~

financial reporting

During the quarter ended June 30, ~~2021,~~2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the material ~~weakness~~weaknesses described above had not yet been identified. We are in the process of implementing changes to our internal control over financial reporting to remediate such material weaknesses, as more fully described above. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~PART II—OTHER INFORMATION~~

PART

II-OTHER

INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in Part I, Item 1A “Risk Factors” in our ~~final prospectus filed with the SEC on March 4, 2021 and our quarterly report~~Annual Report on Form

~~10-Q~~10-K

~~filed with~~for the ~~SEC on May 25, 2021 (“Q1~~

~~10-Q”).~~

year ended December 31, 2021. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus~~Annual Report on Form

10-K

for the year ended December 31, 2021. An additional factor that could cause our actual results to differ materially from those in this report is set out below.

Risks Relating to our Search for, and Consummation of or Q1Inability to Consummate, a Business Combination

If the SEC adopts the proposed rules and regulations relating to, among other things, enhancing disclosures in business combination transactions involving SPACs, our ability to complete an initial business combination could be adversely and materially affected, and we may be exposed to a greater risk of litigation in connection with ~~the SEC.~~our initial business combination.

~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

~~Simultaneously with the consummation~~Use of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 990,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $9,900,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Proceeds.

~~The Private Placement Shares are identical to~~There were no sales of unregistered securities during the ~~Public Shares sold in the Initial Public Offering, except that the Private Placement Shares are not transferable, assignable or salable until~~six months ended June 30, ~~days after the completion of a Business Combination, subject to certain limited exceptions.~~2022.

Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Shares, $345,000,000 was placed in the Trust Account.

We paid a total of $6,900,000 in underwriting discounts and commissions and $685,260 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $12,075,000 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I,~~ Item ~~2 of this Quarterly Report.~~

~~Item 3.~~

3. Defaults Upon Senior Securities.

None.

~~Item 4.~~

Item 4. Mine Safety Disclosures.

Not Applicable.

~~Item 5.~~

Item 5. Other Information.

None.

~~Item 6.~~

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form

10-Q.

Incorporated by Reference

Filed/

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Furnished
Herewith

3.1

Second Amended and Restated Certificate of Incorporation, dated March 4, 2021

8-K

001-40131

3.1

3/9/21

3.3

Bylaws

S-1

333-253096

3.3

2/12/21

4.1

Specimen Class A Common Stock Certificate

S-1

333-253096

4.1

2/12/21

Incorporated by Reference

Filed/

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Furnished
Herewith

~~No.~~31.1

~~Description of Exhibit~~

~~1.1~~

~~Underwriting Agreement, dated March 3, 2021, between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters. (1)~~

~~3.1~~

~~Second Amended and Restated Certificate of Incorporation, dated March 4, 2021. (1)~~

~~10.1~~

~~Investment Management Trust Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)~~

~~10.2~~

~~Private Placement Shares Purchase Agreement, dated March 3, 2021, between the Company and the Sponsor. (1)~~

~~10.3~~

~~Registration Rights Agreement, dated March 3, 2021, among the Company and certain security holders named therein. (1)~~

~~10.4~~

~~Forward Purchase Agreement, dated March 3, 2021, among the Company and the Sponsor. (1)~~

~~10.5~~

Letter Agreement, dated March 3, 2021, among the Company, the Sponsor, Vinod Khosla, Samir Kaul, Peter Buckland, Jagdeep Singh, Derek Anthony West, Rajiv Shah, Molly Coye, Mario Schlosser and Dmitri Shklovsky. (1)

~~10.6~~

~~Form of Indemnity Agreement, dated March 3, 2021, between the Company and each of its officers and directors. (1)~~

31.1*

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

32.2**

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS*

101.INS

Inline XBRL Instance Document

101.CAL*

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*

~~Inline XBRL Taxonomy Extension Schema Document~~

101.DEF*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

101.LAB

Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document

101.PRE*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

104

Cover Page Interactive Data ~~file~~File (formatted as ~~inline XBRL)~~Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	~~Furnished.~~Furnished herewith.

~~(1)~~

~~Previously filed as an exhibit to our Current Report on Form~~

~~8-K~~

~~filed on March 9, 2021 and incorporated by reference herein.~~

2125

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Three Months Ended June 30,			Inception-to-Date June 30,
	2021 (UNAUDITED)			2021 (AUDITED)

Formation and operating costs	$	—		$	30,000
General and administrative expenses		2,122,885			2,239,443
Franchise tax expense		50,000			100,000

Loss from operations		(2,172,885	)		(2,369,443	)
Financing expenses on derivative classified instrument		—			(12,137,500	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		5,244			5,244
Change in fair value of derivative liabilities		850,000			9,850,000

Loss before income tax expense		(1,317,641	)		(4,651,699	)
Net Loss	$	(1,317,641	)	$	(4,651,699	)

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		34,500,000			23,900,602

Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	(0.02	)	$	(0.13	)

Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted		990,000			685,843

Basic and diluted net loss per share, Class A non-redeemable common stock	$	(0.12	)	$	(0.26	)

Weighted average shares outstanding Class B non-redeemable common stock, basic and diluted		5,000,000			5,000,000

Basic and diluted net loss per common stock, Class B	$	(0.12	)	$	(0.27	)


Cash Flows from Operating Activities:
Net loss	$	(4,651,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Financing expenses on derivative classified instrument		12,137,500
Change in fair value of derivative liabilities		(9,850,000	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		(5,244	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(1,186,476	)
Accounts payable and accrued expenses		2,002,957

Net cash used in operating activities		(1,552,962	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(345,000,000	)

Net cash used in investing activities		(345,000,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B an d Class K common stock to Sponsor		25,000
Advances from related party		600
Proceeds from sale of Public Shares, net of transaction costs paid		337,414,740
Proceeds from sale of Private Placement Shares		9,900,000

Net cash provided by financing activities		347,340,340

Net increase in cash		787,378

Cash—beginning of period		0

Cash—end of period	$	787,378

Supplemental disclosure of noncash investing and financing activities:

Deferred underwriting fees payable	$	12,075,000


	For the three months ended June 30, 2021 (UNAUDITED)			For the period from January 19, 2021 (inception) through June 30, 2021 (AUDITED)

Net loss	$	(1,318,241	)	$	(4,652,299	)
Accretion of temporary equity to redemption value		(3,450,000	)		(3,450,000	)

Net loss including accretion of temporary equity to redemption value	$	(4,768,241	)	$	(8,102,299	)


	For the three months ended June 30, 2021 (UNAUDITED)									For the period from January 19, 2021 (inception) through June 30, 2021 (AUDITED)
	Class A-t			Class A-p			Class B			Class A-t			Class A-p			Class B
Basic and diluted net income (loss) per share
Numerator
Allocation of net loss including accretion of temporary equity		(4,062,838	)		(116,586	)		(588,817	)		(6,545,221	)		(187,819	)		(1,369,259	)
Accretion of temporary equity to redemption value		3,450,000			—			—			3,450,000			—			—
Allocation of n et i ncome (loss)		(612,838	)		(116,586	)		(588,817	)		(3,095,221	)		(187,819	)		(1,369,259	)

Denominator
Weighted-average shares outstanding		34,500,000			990,000			5,000,000			23,900,602			685,843			5,000,000
Basic and diluted net income (loss) per share	$	(0.02	)	$	(0.12	)	$	(0.12	)	$	(0.13	)	$	(0.27	)	$	(0.27	)


Description	Level		June 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	345,005,244
Liabilities:
Derivative liability – Class K Founder Shares		3	$	2,300,000


	Class K Founder Shares Derivative Liability
Fair value, January 22, 2021	$	12,150,000
Change in fair value of Class K Founder Shares liability		(9,000,000	)

Fair value, March 31, 2021 (unaudited)		3,150,000
Change in fair value of Class K Founder Shares liability		(850,000	)

Fair value, June 30, 2021 (audited)	$	2,300,000

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company