Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2021, Khosla Ventures Acquisition Co. (“KVSA”) entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2021, among KVSA, Valo Health, Inc., a Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability company and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSA. Capitalized terms not defined herein have the meaning assigned to them in the Merger Agreement.
As previously disclosed, the Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions. Pursuant to the Amendment, in addition to KVSA stockholder approval of the amendment and restatement of the certificate of incorporation of KVSA (the “Proposed Charter”) pursuant to the governing documents of KVSA and applicable law, the parties agreed to a mutual closing condition that the Proposed Charter will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the shares of KVSA’s Class A common stock, par value $0.0001 per share (“KVSA Class A Common Stock”), then outstanding and entitled to vote thereon at the Acquiror Stockholders’ Meeting, voting separately as a single series. The Amendment provides that such condition may not be waived by the parties. The form of Proposed Charter is attached as Annex C to the registration statement on Form S-4/A that KVSA filed with the SEC on September 22, 2021.
KVSA and Valo also intend to submit an application to the New York Stock Exchange to transfer the listing of the KVSA Class A Common Stock from Nasdaq Capital Market to the New York Stock Exchange. The Amendment modifies the previously disclosed mutual closing condition in the Merger Agreement that the shares of KVSA Class A Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq to provide that such shares may instead be approved for listing on the New York Stock Exchange.
The foregoing summary is qualified in its entirety by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between KVSA and Valo. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. KVSA filed a registration statement on Form S-4/A with the SEC on September 22, 2021, which includes a document that serves as a prospectus and proxy statement of KVSA, referred to as a proxy statement/prospectus. A final proxy statement/prospectus will be sent to all KVSA stockholders. KVSA also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVSA are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KVSA through the website maintained by the SEC at www.sec.gov.
The documents filed by KVSA with the SEC also may be obtained free of charge at KVSA’s website at https://khoslaventuresacquisitionco.com/kvsa or upon written request to Secretary at Khosla Ventures Acquisition Co., 2128 Sand Hill Road, Menlo Park, California 94025.
Participants in Solicitation
KVSA and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSA’s stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers of KVSA and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
