| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 27, 2021, the executive officers of Khosla Ventures Acquisition Co. II (“KVSB”) authorized KVSB to notify Nasdaq Capital Market (“Nasdaq”) of KVSB’s intent to transfer the listing of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), from Nasdaq to the New York Stock Exchange (the “NYSE”) in connection with its pending business combination with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of KVSB (“Merger Sub”) and Nextdoor. On October 27, 2021, KVSB provided written notice to Nasdaq of its intention to voluntarily delist its Class A Common Stock from Nasdaq and to list its Class A Common Stock on the NYSE. KVSB anticipates that its Class A Common Stock will continue to trade on the Nasdaq until the close of trading on November 5, 2021 and will begin trading on the NYSE at the commencement of trading on November 8, 2021 under the ticker symbol “KIND.” The listing on the NYSE will be subject to application by KVSB and Nextdoor to list the shares on the NYSE and approval by the NYSE of such application.
| Item 7.01 | Regulation FD Disclosure |
KVSB issued a press release on October 29, 2021 announcing the transfer of the listing of its Class A Common Stock from Nasdaq to the NYSE. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject liability under that section, and shall not be deemed to be incorporated by reference into any filing of KVSB under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between KVSB and Nextdoor. 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. KVSB filed a registration statement on Form S-4, as amended, with the SEC, which includes a document that serves as a prospectus and proxy statement of KVSB, referred to as a proxy statement/prospectus. A proxy statement/prospectus was sent to all KVSB stockholders on or about October 22, 2021. KVSB also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVSB are urged to read the 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 KVSB through the website maintained by the SEC at www.sec.gov.
The documents filed by KVSB with the SEC also may be obtained free of charge at KVSB’s website at https://khoslaventuresacquisitionco.com/KVSB or upon written request to Secretary at Khosla Ventures Acquisition Co. II, 2128 Sand Hill Road, Menlo Park, California 94025.
Participants in Solicitation
KVSB and Nextdoor and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSB’s stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers of KVSB 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.
