As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEXTDOOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware86-1776836
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
420 Taylor Street
San Francisco, California		94102
(Address of Principle Executive Offices)(Zip Code)

NEXTDOOR HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN
NEXTDOOR HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

Sarah Friar
Chief Executive Officer, President and Chairperson of the Board
420 Taylor Street
San Francisco, California 94102
(Name and Address of Agent for Service)
(415) 344-0333
(Telephone Number, Including Area Code, of Agent For Service)

Copies to:
Cynthia C. Hess
Ran D. Ben-Tzur
Joshua W. Damm
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer    ☒
Accelerated filer    ☐
Non-accelerated filer    ☐
Smaller reporting company    ☐
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 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Nextdoor Holdings, Inc., (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 18,586,118 additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) under the Registrant’s 2021 Equity Incentive Plan and (b) 3,717,223 additional shares of the Registrant’s Class A common stock under the Registrant’s 2021 Employee Stock Purchase Plan pursuant to the provisions in those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans on January 1, 2023. This Registration Statement hereby incorporates by reference the contents of the Registrant's previous registration statement on Form S-8 filed with the Commission on January 11, 2022 (Registration No. 333-262102) to the extent not superseded hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), filed with the Commission on February 28, 2023;
(b)    all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c)    the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 5, 2021, as updated by the description of the Registrant’s Class A common stock contained in Exhibit 4.2 to the 2022 Annual Report, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this prospectus, individuals and entities associated with Fenwick & West LLP beneficially owned an aggregate of 325,126 shares of the Registrant’s Class B common stock.


Item 8. Exhibits.
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
3.18-K001-402463.1November 12, 2021
3.28-K001-402463.1December 1, 2022
4.18-K001-402464.1November 12, 2021
5.1X
23.1X
23.2X
24.1X
99.1S-4333-25803310.24July 20, 2021
99.2S-4333-25803310.26July 20, 2021
99.3S-4333-25803310.27July 20, 2021
99.4S-4333-25803310.25July 20, 2021
99.5S-4333-25803310.28July 20, 2021
99.6S-4333-25803310.29July 20, 2021
99.78-K001-4024610.18November 12, 2021
99.88-K001-4024610.7November 12, 2021
99.9S-4333-25803310.15July 20, 2021
99.10S-4333-25803310.16July 20, 2021
99.118-K001-4024610.10November 12, 2021
107X


    


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 28th day of February, 2023.
NEXTDOOR HOLDINGS, INC.

By:    /s/ Sarah Friar    
Sarah Friar
Chief Executive Officer, President and Chairperson of
  the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sarah Friar and Michael Doyle, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments and to file the same, with any exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Sarah FriarChief Executive Officer, President andFebruary 28, 2023
Sarah FriarChairperson of the Board
(Principal Executive Officer)
/s/ Michael DoyleChief Financial Officer and TreasurerFebruary 28, 2023
Michael Doyle(Principal Financial and Accounting Officer)
/s/ John Hope BryantDirectorFebruary 28, 2023
John Hope Bryant
/s/ J. William GurleyDirectorFebruary 28, 2023
J. William Gurley
/s/ Leslie KilgoreDirectorFebruary 28, 2023
Leslie Kilgore
/s/ Mary MeekerDirectorFebruary 28, 2023
Mary Meeker
/s/ Jason PressmanDirectorFebruary 28, 2023
Jason Pressman
/s/ David SzeDirectorFebruary 28, 2023
David Sze
/s/ Nirav ToliaDirectorFebruary 28, 2023
Nirav Tolia
/s/ Chris VarelasDirectorFebruary 28, 2023
Chris Varelas
/s/ Andrea WishomDirectorFebruary 28, 2023
Andrea Wishom
    

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