false 0001841873 0001841873 2023-08-18 2023-08-18





Washington, D.C. 20549









Date of Report (Date of earliest event reported): August 18, 2023



Khosla Ventures Acquisition Co.

(Exact name of registrant as specified in its charter)




Delaware   001-40131   86-1488707

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


2128 Sand Hill Road  
Menlo Park, California   94025
(Address of principal executive offices)   (Zip Code)

(650) 376-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class





Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   KVSA   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 7.01 Regulation FD Disclosure

Khosla Ventures Acquisition Co. (the “Company”) did not consummate, or execute a letter of intent, agreement in principle or definitive agreement for, an initial business combination on or December 8, 2023, and therefore in accordance with the Company’s certificate of incorporation the Company shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not later than December 18, 2023 redeem 100% of the outstanding shares of Class A common stock issued in its initial public offering and not previously redeemed (the “Public Shares”), at a per-share redemption price of $10.75679613, and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate.

The Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. Holders of record of Public Shares of December 8, 2023 will be entitled to receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount.

The Company’s initial stockholders, including its sponsor and initial directors, have agreed to waive their redemption rights with respect to their outstanding Class B common stock issued prior to the Company’s initial public offering.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Khosla Ventures Acquisition Co.
Date: December 12, 2023     By:  

/s/ Peter Buckland

      Name: Peter Buckland
      Title:   Chief Financial Officer
Document and Entity Information
Aug. 18, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001841873
Document Type 8-K
Document Period End Date Aug. 18, 2023
Entity Registrant Name Khosla Ventures Acquisition Co.
Entity Incorporation State Country Code DE
Entity File Number 001-40131
Entity Tax Identification Number 86-1488707
Entity Address, Address Line One 2128 Sand Hill Road
Entity Address, City or Town Menlo Park
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94025
City Area Code (650)
Local Phone Number 376-8500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A common stock, par value $0.0001 per share
Trading Symbol KVSA
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false

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