Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Khosla Ventures Acquisition Co. |
Entity Central Index Key | 0001841873 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheet
Balance Sheet | Jun. 30, 2021USD ($) |
ASSETS | |
Cash and cash equivalents | $ 787,378 |
Prepaid expenses | 663,975 |
Total current assets | 1,451,353 |
Marketable securities held in trust account | 345,005,244 |
Other assets | 522,501 |
Total assets | 346,979,098 |
Current liabilities: | |
Accounts payable | 130,980 |
Franchise tax payable | 100,000 |
Accrued expenses | 1,771,977 |
Due to related party | 600 |
Total current liabilities | 2,003,557 |
Deferred underwriting fees payable | 12,075,000 |
Class K Founder Shares derivative liabilities | 2,300,000 |
Total liabilities | 16,378,557 |
Commitments and Contingencies (Note 5) | |
Stockholders' Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Accumulated Deficit | (14,400,058) |
Total stockholders' deficit | (14,399,459) |
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit | 346,979,098 |
Common Class A [Member] | |
Current liabilities: | |
Class A Common stock subject to possible redemption, 34,500,000 shares at $10.00 redemption value | 345,000,000 |
Stockholders' Deficit: | |
Common Stock, Value | 99 |
Total stockholders' deficit | 99 |
Common Class B [Member] | |
Stockholders' Deficit: | |
Common Stock, Value | 500 |
Total stockholders' deficit | $ 500 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Preferred Stock Par Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 |
Preferred Stock Shares Issued | 0 |
Preferred Stock Shares Outstanding | 0 |
Common Class A [Member] | |
Common stock subject to possible redemption | 34,500,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 |
Common Stock Shares Issued | 990,000 |
Common Stock Shares Outstanding | 990,000 |
Common Class B [Member] | |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 |
Common Stock Shares Issued | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 |
Statement of Operations
Statement of Operations | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 30,000 |
General and administrative expenses | 2,239,443 |
Franchise tax expense | 100,000 |
Loss from operations | (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 |
Change in fair value of derivative liabilities | 9,850,000 |
Loss before income tax expense | (4,651,699) |
Net loss | (4,651,699) |
Common Class A [Member] | |
Net loss | $ (187,819) |
Weighted average shares outstanding , basic and diluted | shares | 685,843 |
Basic and diluted net loss per share | $ / shares | $ (0.26) |
Common Class A [Member] | Non Redeemable Common Stock [Member] | |
Weighted average shares outstanding , basic and diluted | shares | 685,843 |
Basic and diluted net loss per share | $ / shares | $ (0.26) |
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | |
Net loss | $ (3,094,621) |
Weighted average shares outstanding , basic and diluted | shares | 23,900,602 |
Basic and diluted net loss per share | $ / shares | $ (0.13) |
Common Class B [Member] | |
Net loss | $ (1,369,259) |
Weighted average shares outstanding , basic and diluted | shares | 5,000,000 |
Basic and diluted net loss per share | $ / shares | $ (0.27) |
Common Class B [Member] | Non Redeemable Common Stock [Member] | |
Weighted average shares outstanding , basic and diluted | shares | 5,000,000 |
Basic and diluted net loss per share | $ / shares | $ (0.27) |
Statement of Changes in Common
Statement of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Private Placement [Member] | Private Placement [Member]Common Class A [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Retained Earnings [Member] | Temporary Equity [Member]Common Class A [Member] | Temporary Equity [Member]Common Class A [Member]Public Shares [Member] |
Beginning balance at Jan. 14, 2021 | ||||||||||
Beginning Balance (in shares) at Jan. 14, 2021 | 0 | 0 | 0 | |||||||
Issuance of common stock to Sponsor | 12,500 | $ 500 | 12,000 | |||||||
Issuance of common stock to Sponsor, shares | 5,000,000 | |||||||||
Stock shares issued during the period shares | $ 9,900,000 | $ 99 | $ 9,899,901 | $ 325,339,740 | ||||||
Stock shares issued during the period shares, shares | 990,000 | 34,500,000 | ||||||||
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) | ||||||||
Ending balance at Mar. 31, 2021 | (13,081,818) | $ 99 | $ 500 | (13,082,417) | $ 345,000,000 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 990,000 | 5,000,000 | 34,500,000 | |||||||
Beginning balance at Jan. 14, 2021 | ||||||||||
Beginning Balance (in shares) at Jan. 14, 2021 | 0 | 0 | 0 | |||||||
Issuance of common stock to Sponsor, shares | 5,000,000 | |||||||||
Stock shares issued during the period shares, shares | 990,000 | |||||||||
Accretion of Class A Common Stock to redemption value | (3,450,000) | $ (19,660,260) | $ (9,911,901) | (9,748,359) | ||||||
Net loss | (4,651,699) | (187,819) | $ (1,369,259) | |||||||
Ending balance at Jun. 30, 2021 | (14,399,459) | $ 99 | $ 500 | (14,400,058) | $ 345,000,000 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 990,000 | 5,000,000 | 34,500,000 | |||||||
Beginning balance at Mar. 31, 2021 | (13,081,818) | $ 99 | $ 500 | (13,082,417) | $ 345,000,000 | |||||
Beginning Balance (in shares) at Mar. 31, 2021 | 990,000 | 5,000,000 | 34,500,000 | |||||||
Net loss | (1,317,641) | (1,317,641) | ||||||||
Ending balance at Jun. 30, 2021 | $ (14,399,459) | $ 99 | $ 500 | $ (14,400,058) | $ 345,000,000 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 990,000 | 5,000,000 | 34,500,000 |
Statement of Changes in Commo_2
Statement of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit (Parenthetical) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Public Shares [Member] | |
Stock issuance costs | $ 19,660,260 |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
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 and 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 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Going Concern | 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 on 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, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the Initial Public Offering, which is 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 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”) of 30,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), ex additional per Public Share, generating gross proceeds to the Company of $345,000,000. 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. In total, the Company sold 34,500,000 Public Shares in connection with its IPO. The Underwriters designate March 8, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously . Following the closing of the Initial Public Offering on March 8, 2021, and the full exercise of the underwriters’ overallotment option on March 8, 2021, an amount of per Public Share) of the proceeds from the IPO, including $12,075,000 of the underwriters’ deferred discount was placed in a U.S.-based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (“Trust Account”). 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, (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 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 activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering 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 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”) 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 5 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 (the “Amended and Restated Certificate of Incorporation”), conduct 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 prior to this Initial Public Offering (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 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 the an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. 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% 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 months from the closing of the Initial Public Offering (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 $ 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, 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 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 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 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”). Going Concern and Liquidity As of June 30, 2021, the Company had $787,378 in its operating bank accounts, $345,005,244 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 June 30, 2021, $5,244 of the amount on deposit in the Trust Account represented interest income, which is available for working capital needs. 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 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 promissory 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 no borrowings under the Working Capital Loans. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited statement of operations and changes in common stock subject to possible redemption and stockholders’ deficit for the three-month period ended June 30, 2021 are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management necessary for the fair presentation of the results of operations for the period presented. The interim results for the period ended June 30, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021, 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 or series 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. 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 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 $ cash equivalents Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were invested in Goldman Sachs funds. 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. 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. Accordingly, as of June 30, 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. 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, March 8, 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 the period from January 15, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $19,660,260, of which $9,911,901 was recorded in additional paid-in capital and $9,748,359 was recorded in accumulated deficit. 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 $ . As of June 30, 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 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, primarily due to their short-term nature. 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 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on • 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. 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 Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering 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. 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 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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 Per Share of Common Stock Net loss per share is computed by dividing net 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 anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $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 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 and Private Placement Shares are included in the calculation of non-redeemable earnings per share. The Company’s statements of operations include a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (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 the same manner as a dividend in the calculation of the net income/(loss) per common stock. As of June 30, 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 per share is the same as basic loss per share for the period presented. A reconciliation of net loss per common stock is as follows: For the period from January 15 Net loss $ (4,651,699 ) Accretion of temporary equity to redemption value (3,450,000 ) Net loss including accretion of temporary equity to redemption value $ (8,101,699 ) For the period from January 1 5 through June 30, 2021 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 (6,544,621 ) (187,819 ) (1,369,259 ) Accretion of temporary equity to redemption value 3,450,000 — — Allocation of net income (loss) (3,094,621 ) (187,819 ) (1,369,259 ) Denominator Weighted-average shares outstanding 23,900,602 685,843 5,000,000 Basic and diluted net income (loss) per share $ (0.13 ) $ (0.26 ) $ (0.27 ) 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. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions 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 Company of $25,000 by the 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. 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, 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 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 only to the extent certain triggering events occur prior to the 10th anniversary of the initial 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 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 as-converted basis, The Company accounts for the Class K Founder Shares as equity linked instruments. Based on the guidance in ASC Topic 815, 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” 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 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 Working Capital Loans 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, 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 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. 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. 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, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the 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 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 and ASC Topic 815, 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. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | 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 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 price, less the underwriting discounts and commissions. 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. This transaction settled on March 8, 2021. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 6—Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock 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 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. 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 Liability Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as a derivative liability on the accompanying June 30, 2021 balance sheet. 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 of operations. In order to capture the market conditions associated with the Class K Founder Shares 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 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 key inputs into the Monte-Carlo simulation model for Class K Founder Shares were as follows on the date of issuance and as of June 30, 2021: Input January 19 June 30, 2021 Risk-free interest rate 1.14 % 1.47 % Term to business combination 0.8 years 0.4 years Expected volatility 22.5 % 15.5 % Stock Price $ 10.00 $ 9.89 Dividend yield 0.0 % 0.0 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares liability, a Level 3 liability, measured on a recurring basis, as of June 30, 2021: Class K Founder Fair value, January 19 $ 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 There were no from |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events 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 disclosure in the financial statements, other than those disclosed below: 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited statement of operations and changes in common stock subject to possible redemption and stockholders’ deficit for the three-month period ended June 30, 2021 are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management necessary for the fair presentation of the results of operations for the period presented. The interim results for the period ended June 30, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any future periods. |
Emerging Growth Company | 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 or series 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. 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 |
Cash and Cash Equivalents | 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 $ cash equivalents |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were invested in Goldman Sachs funds. |
Common Stock Subject to Possible Redemption | 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. 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. Accordingly, as of June 30, 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. 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, March 8, 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 the period from January 15, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $19,660,260, of which $9,911,901 was recorded in additional paid-in capital and $9,748,359 was recorded in accumulated deficit. |
Concentration of Credit Risk | 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 $ . As of June 30, 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 | Financial Instruments 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, primarily due to their short-term nature. |
Derivative Financial Instruments | 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 | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on • 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. |
Use of Estimates | 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 | Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering 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. |
Income Taxes | 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 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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 Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share is computed by dividing net 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 anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $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 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 and Private Placement Shares are included in the calculation of non-redeemable earnings per share. The Company’s statements of operations include a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (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 the same manner as a dividend in the calculation of the net income/(loss) per common stock. As of June 30, 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 per share is the same as basic loss per share for the period presented. A reconciliation of net loss per common stock is as follows: For the period from January 15 Net loss $ (4,651,699 ) Accretion of temporary equity to redemption value (3,450,000 ) Net loss including accretion of temporary equity to redemption value $ (8,101,699 ) For the period from January 1 5 through June 30, 2021 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 (6,544,621 ) (187,819 ) (1,369,259 ) Accretion of temporary equity to redemption value 3,450,000 — — Allocation of net income (loss) (3,094,621 ) (187,819 ) (1,369,259 ) Denominator Weighted-average shares outstanding 23,900,602 685,843 5,000,000 Basic and diluted net income (loss) per share $ (0.13 ) $ (0.26 ) $ (0.27 ) |
Recent Accounting Pronouncements | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Net Loss Per Common Stock | A reconciliation of net loss per common stock is as follows: For the period from January 15 Net loss $ (4,651,699 ) Accretion of temporary equity to redemption value (3,450,000 ) Net loss including accretion of temporary equity to redemption value $ (8,101,699 ) For the period from January 1 5 through June 30, 2021 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 (6,544,621 ) (187,819 ) (1,369,259 ) Accretion of temporary equity to redemption value 3,450,000 — — Allocation of net income (loss) (3,094,621 ) (187,819 ) (1,369,259 ) Denominator Weighted-average shares outstanding 23,900,602 685,843 5,000,000 Basic and diluted net income (loss) per share $ (0.13 ) $ (0.26 ) $ (0.27 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets That Are Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. 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 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte-Carlo simulation model for Class K Founder Shares were as follows on the date of issuance and as of June 30, 2021: Input January 19 June 30, 2021 Risk-free interest rate 1.14 % 1.47 % Term to business combination 0.8 years 0.4 years Expected volatility 22.5 % 15.5 % Stock Price $ 10.00 $ 9.89 Dividend yield 0.0 % 0.0 % |
Summary of Changes in the Fair Value Of the Class K Founder Shares Liability | The following table presents a summary of the changes in the fair value of the Class K Founder Shares liability, a Level 3 liability, measured on a recurring basis, as of June 30, 2021: Class K Founder Fair value, January 19 $ 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 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($) | Jun. 30, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 09, 2021 | Jan. 19, 2021 | Jan. 14, 2021 |
Entity incorporation, date of incorporation | Jan. 15, 2021 | ||||||
Shares issued, price per share | $ 10 | $ 10 | |||||
Proceeds from issuance initial public offering | $ 3,000,000 | ||||||
Proceeds from issuance of private placement | $ 9,900,000 | ||||||
Percentage of the net assets of the target company excluding the amount of any deferred underwriting commissions | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | 50.00% | |||||
Number of business days to complete business combination | 24 months | ||||||
Interest expense, trust account | $ 100,000 | ||||||
Liquidation basis of accounting, liquidation plan | (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 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. | ||||||
Term of restricted investments | 180 days | ||||||
Cash | $ 787,378 | $ 787,378 | $ 0 | ||||
Cash deposited in Trust Account per share | $ 10 | ||||||
Marketable securities held in Trust Account | $ 345,005,244 | 345,005,244 | |||||
Working Capital Deficit | $ 552,204 | 552,204 | |||||
Interest income | $ 5,244 | ||||||
Stock issued during period value issued for services | $ 12,500 | ||||||
Underwriter deferred discount | $ 12,075,000 | ||||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||||||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||||||
Minimum [Member] | |||||||
Share price | $ 10 | $ 10 | |||||
Sponsor [Member] | |||||||
Debt instrument face value | $ 300,000 | $ 300,000 | $ 300,000 | ||||
Working Capital Loan [Member] | Sponsor [Member] | |||||||
Working capital loans convertible into shares | $ 1,500,000 | $ 1,500,000 | |||||
Debt conversion covertible conversion price | $ 10 | $ 10 | |||||
Due to Related Parties | $ 0 | $ 0 | |||||
Asset Held In Trust Account [Member] | |||||||
Shares issued, price per share | $ 10 | $ 10 | |||||
Public Stockholders [Member] | |||||||
Net tangible assets | $ 5,000,001 | ||||||
Percentage of public shareholding eligible for redemption without prior consent | 15.00% | ||||||
IPO [Member] | |||||||
Stock shares issued during the period shares | 345,000,000 | ||||||
Shares issued, price per share | $ 10 | ||||||
Sale of stock issue price per share | 10 | ||||||
Over-Allotment Option [Member] | |||||||
Stock shares issued during the period shares | 4,500,000 | ||||||
Shares issued, price per share | 10 | ||||||
Sale of stock issue price per share | $ 10 | ||||||
Additional number of shares purchased | 4,500,000 | 4,500,000 | 4,500,000 | ||||
IPO Including Overallotment Option [Member] | |||||||
Proceeds from issuance initial public offering | $ 34,500,000 | ||||||
Common Class A [Member] | |||||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | IPO [Member] | |||||||
Stock shares issued during the period shares | 30,000,000 | 34,500,000 | |||||
Common stock par value per share | $ 0.0001 | ||||||
Shares issued, price per share | 10 | $ 10 | |||||
Common Class A [Member] | Private Placement [Member] | |||||||
Stock shares issued during the period shares | 990,000 | 990,000 | 990,000 | ||||
Common stock par value per share | 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares issued, price per share | $ 10 | ||||||
Proceeds from issuance of private placement | $ 9,900,000 | $ 9,900,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | |||||
Common Class A [Member] | Pipe One Investors [Member] | |||||||
Common stock par value per share | $ 0.0001 | ||||||
Common stock shares subscribed but not issued | 16,855,000 | ||||||
Common stock value subscriptions | $ 168,550,000 | ||||||
Founder Shares [Member] | |||||||
Stock issued during period value issued for services | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Cash | $ 787,378 | |
Cash equivalents | $ 0 | |
Concentration risk, credit risk, uninsured deposits | 250,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share | $ 10 | |
Temporary equity accretion to redemption value | $ 19,660,260 | $ 3,450,000 |
IPO [Member] | ||
Offering costs | $ 19,660,260 | |
Share Trigger Price One [Member] | Convesrion Of Class K Common Stock will Convert into ClassA Common Stock [Member] | ||
Share price | $ 30 | |
Share Trigger Price Two [Member] | Convesrion Of Class K Common Stock will Convert into ClassA Common Stock [Member] | ||
Share price | 40 | |
Share Trigger Price Three [Member] | Convesrion Of Class K Common Stock will Convert into ClassA Common Stock [Member] | ||
Share price | $ 50 | |
Additional Paid-in Capital [Member] | ||
Temporary equity accretion to redemption value | 9,911,901 | $ 9,911,901 |
Retained Earnings [Member] | ||
Temporary equity accretion to redemption value | $ 9,748,359 | $ 9,748,359 |
Common Class A [Member] | ||
Common stock subject to possible redemption | 34,500,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Temporary equity accretion to redemption value | $ 19,660,260 | |
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | ||
Common stock subject to possible redemption | 34,500,000 | |
Temporary equity accretion to redemption value | $ 3,450,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Net loss | $ (1,317,641) | $ (3,334,058) | $ (4,651,699) |
Accretion of temporary equity to redemption value | (19,660,260) | (3,450,000) | |
Net loss including accretion of temporary equity to redemption value | (8,101,699) | ||
Numerator | |||
Allocation of net loss including accretion of temporary equity | (8,101,699) | ||
Accretion of temporary equity to redemption value | 19,660,260 | 3,450,000 | |
Allocation of net income (loss) | $ (1,317,641) | $ (3,334,058) | (4,651,699) |
Common Class A [Member] | |||
Net loss | (187,819) | ||
Accretion of temporary equity to redemption value | (19,660,260) | ||
Net loss including accretion of temporary equity to redemption value | (187,819) | ||
Numerator | |||
Allocation of net loss including accretion of temporary equity | (187,819) | ||
Accretion of temporary equity to redemption value | 19,660,260 | ||
Allocation of net income (loss) | $ (187,819) | ||
Denominator | |||
Weighted-average shares outstanding | 685,843 | ||
Basic and diluted net income (loss) per share | $ (0.26) | ||
Common Class B [Member] | |||
Net loss | $ (1,369,259) | ||
Net loss including accretion of temporary equity to redemption value | (1,369,259) | ||
Numerator | |||
Allocation of net loss including accretion of temporary equity | (1,369,259) | ||
Allocation of net income (loss) | $ (1,369,259) | ||
Denominator | |||
Weighted-average shares outstanding | 5,000,000 | ||
Basic and diluted net income (loss) per share | $ (0.27) | ||
Common Stock Subject To Possible Redemption [Member] | Common Class A [Member] | |||
Net loss | $ (3,094,621) | ||
Accretion of temporary equity to redemption value | (3,450,000) | ||
Net loss including accretion of temporary equity to redemption value | (6,544,621) | ||
Numerator | |||
Allocation of net loss including accretion of temporary equity | (6,544,621) | ||
Accretion of temporary equity to redemption value | 3,450,000 | ||
Allocation of net income (loss) | $ (3,094,621) | ||
Denominator | |||
Weighted-average shares outstanding | 23,900,602 | ||
Basic and diluted net income (loss) per share | $ (0.13) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 08, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 9,900,000 | ||
IPO [Member] | |||
Sale of private placement shares,Shares | 345,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Over-Allotment Option [Member] | |||
Sale of private placement shares,Shares | 4,500,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | |||
Common Stock Par Value Per Share | $ 0.0001 | ||
Common Class A [Member] | IPO [Member] | |||
Sale of private placement shares,Shares | 30,000,000 | 34,500,000 | |
Common Stock Par Value Per Share | $ 0.0001 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | Private Placement [Member] | |||
Sale of private placement shares,Shares | 990,000 | 990,000 | 990,000 |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 | |
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 9,900,000 | $ 9,900,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 19, 2021 |
Stock shares issued during the period for services value | $ 12,500 | |||
Due from related party | $ 600 | |||
Private Placement [Member] | ||||
Lock in period of shares | 30 days | |||
Sponsor [Member] | ||||
Debt instrument face value | $ 300,000 | $ 300,000 | ||
Founder shares [Member] | ||||
Stock shares issued during the period for services shares | 10,000,000 | |||
Stock shares issued during the period for services value | $ 25,000 | |||
Common Class A [Member] | Triggering Events Stock Trading Price One [Member] | ||||
Conversion of share, price per share | $ 30 | |||
Common Class A [Member] | Triggering Events Stock Trading Price Two [Member] | ||||
Conversion of share, price per share | 40 | |||
Common Class A [Member] | Triggering Events Stock Trading Price Three [Member] | ||||
Conversion of share, price per share | $ 50 | |||
Common Class A [Member] | Private Placement [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 990,000 | |||
Sale of Stock, Price Per Share | $ 10 | |||
Sale of Stock, Consideration Received Per Transaction | $ 9,900,000 | |||
Common Class A [Member] | Forward Purchase Agreement [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | |||
Sale of Stock, Price Per Share | $ 10 | |||
Sale of Stock, Consideration Received Per Transaction | $ 25,000,000 | |||
Common Class B [Member] | ||||
Stock shares issued during the period for services shares | 5,000,000 | 5,000,000 | ||
Stock shares issued during the period for services value | $ 500 | |||
Common Class K [Member] | ||||
Stock shares issued during the period for services shares | 5,000,000 | |||
Class B Founder Shares [Member] | ||||
Stock shares issued during the period for services shares | 240,000 | |||
Stock shares issued during the period for services value | $ 600 | |||
Percent of stock convertible | 15.00% | |||
Class K Founder Shares [Member] | ||||
Percent of stock convertible | 30.00% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - Over-Allotment Option [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Mar. 08, 2021 | |
Loss Contingencies [Line Items] | ||
Additional number of shares purchased | 4,500,000 | 4,500,000 |
Sale of Stock, Price Per Share | $ 10 | |
Stock shares issued during the period shares | 4,500,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Preferred Stock Par Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 |
Preferred Stock Shares Issued | 0 |
Preferred Stock Shares Outstanding | 0 |
Common Stock Subject to Mandatory Redemption [Member] | |
Common stock subject to possible redemption | 34,500,000 |
Common Class A [Member] | |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 |
Common Stock Shares Issued | 990,000 |
Common Stock Shares Outstanding | 990,000 |
Common stock subject to possible redemption | 34,500,000 |
Common stock shares voting rights | one vote |
Common Class B [Member] | |
Common Stock Par Value Per Share | $ / shares | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 |
Common Stock Shares Issued | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets That Are Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Level 1 [Member] | Marketable Securities Held in Trust Account [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 345,005,244 |
Level 3 [Member] | Class K Founder Shares [Member] | |
Liabilities: | |
Derivative liability – Class K Founder Shares | $ 2,300,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Class K Founder Shares [Member] | Jun. 30, 2021yr$ / shares | Jan. 19, 2021yr$ / shares |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.47 | 1.14 |
Term to business combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | yr | 0.4 | 0.8 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 15.5 | 22.5 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.89 | 10 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value Of the Class K Founder Shares Liability (Detail) - Class K Founder Shares [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance, Shares | $ 12,150,000 | $ 3,150,000 |
Change in fair value of Class K Founder Shares liability | (9,000,000) | (850,000) |
Ending balance, shares | $ 3,150,000 | $ 2,300,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Transfers between levels | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Common Class A [Member] - Pipe Two Investors [Member] | Jul. 30, 2021USD ($)shares |
Subsequent Event [Line Items] | |
Common stock shares subscribed but unissued | shares | 3,231,250 |
Common stock value subscriptions | $ | $ 32,312,500 |