| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 001-40131 | 85-1488707 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2128 Sand Hill Road Menlo Park, California | 94025 | |||
(Address of principal executive offices) | (Zip Code) | |||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 per share | KVSA | The NASDAQ Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
KHOSLA VENTURES ACQUISITION CO.
Quarterly Report on Form 10-Q
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||||
| Item 1. | Financial Statements |
SEPTEMBER 30, 2022 | DECEMBER 31, 2021 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Cash | $ | — | $ | 202,245 | ||||
Prepaid expenses | 296,018 | 663,974 | ||||||
Total current assets | 296,018 | 866,219 | ||||||
Marketable securities held in Trust Account | 347,095,266 | 345,017,029 | ||||||
Other non-current assets | — | 112,785 | ||||||
Total Assets | $ | 347,391,284 | $ | 345,996,033 | ||||
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 29,326 | $ | 189,136 | ||||
Due to related party | 462,662 | 600 | ||||||
Income tax payable | 366,506 | — | ||||||
Franchise tax payable | 344,071 | 200,000 | ||||||
Legal fee accrual | 3,081,536 | 2,818,315 | ||||||
Accrued expenses | 998,965 | 997,152 | ||||||
Total current liabilities | 5,283,066 | 4,205,203 | ||||||
Deferred underwriting fees payable | 1,207,500 | 12,075,000 | ||||||
Class K Founder Shares derivative liabilities | — | 150,000 | ||||||
Total liabilities | 6,490,566 | 16,430,203 | ||||||
Commitments and Contingencies (Note 5) | ||||||||
Class A common stock subject to possible redemption, 34,500,000 shares at $ 10.00 per share | 347,095,266 | 345,017,029 | ||||||
Stockholders’ deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 990,000 issued or outstanding (excluding 34,500,000 shares subject to possible redemption) | 99 | 99 | ||||||
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (6,195,147 | ) | (15,451,798 | ) | ||||
Total stockholders’ deficit | (6,194,548 | ) | (15,451,199 | ) | ||||
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit | $ | 347,391,284 | $ | 345,996,033 | ||||
MARCH 31, 2023 (Unaudited) | DECEMBER 31, 2022 | |||||||
ASSETS | ||||||||
| Current assets: | ||||||||
| Prepaid expenses | $ | 176,818 | $ | 113,285 | ||||
Total current assets | 176,818 | 113,285 | ||||||
| Marketable securities held in Trust Account | 353,817,043 | 350,073,997 | ||||||
Total Assets | $ | 353,993,861 | $ | 350,187,282 | ||||
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 2,847,268 | $ | 59,932 | ||||
| Due to related party | 1,575,416 | 1,158,549 | ||||||
| Income tax payable | 1,421,503 | 645,963 | ||||||
| Franchise tax payable | 444,071 | 394,071 | ||||||
| Legal fee accrual | 2,026,922 | 3,415,713 | ||||||
| Accrued expenses | 18,903 | 998,599 | ||||||
Total current liabilities | 8,334,083 | 6,672,827 | ||||||
| Deferred underwriting fees payable | 1,207,500 | 1,207,500 | ||||||
Total liabilities | 9,541,583 | 7,880,327 | ||||||
Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value at March 31, 2023 and December 31, 2022, respectively | 353,817,043 | 350,073,997 | ||||||
Stockholders’ deficit | ||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||
| Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 990,000 issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2023 and December 31, 2022, respectively | 99 | 99 | ||||||
| Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 500 | 500 | ||||||
Additional paid-in capital | — | — | ||||||
| Accumulated deficit | (9,365,364 | ) | (7,767,641 | ) | ||||
Total stockholders’ deficit | (9,364,765 | ) | (7,767,042 | ) | ||||
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit | $ | 353,993,861 | $ | 350,187,282 | ||||
For The Three Months Ended September 30, 2022 | For The Three Months Ended September 30, 2021 | For The Nine Months Ended September 30, 2022 | For The Period From January 15, 2021 (Inception) Through September 30, 2021 | |||||||||||||
Formation costs | $ | — | $ | — | $ | — | $ | 30,000 | ||||||||
General and administrative expenses | 528,988 | 848,503 | 1,244,343 | 3,087,946 | ||||||||||||
Franchise tax expenses | 50,000 | 50,000 | 150,000 | 150,000 | ||||||||||||
Loss from operations | (578,988 | ) | (898,503 | ) | (1,394,343 | ) | (3,267,946 | ) | ||||||||
Financing expenses on derivative classified instrument | — | — | — | (12,137,500 | ) | |||||||||||
Change in fair value of derivative liabilities | — | 1,750,000 | 150,000 | 11,600,000 | ||||||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 1,560,060 | 5,301 | 2,078,237 | 10,545 | ||||||||||||
Income (loss) before income tax expense | 981,072 | 856,798 | 833,894 | (3,794,901 | ) | |||||||||||
Income tax expense | 317,113 | — | 366,506 | — | ||||||||||||
Net income (loss) | $ | 663,959 | $ | 856,798 | $ | 467,388 | $ | (3,794,901 | ) | |||||||
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted | 34,500,000 | 34,500,000 | 34,500,000 | 27,680,233 | ||||||||||||
Basic and diluted net income (loss) per share, Class A subject to possible redemption | $ | 0.02 | $ | 0.02 | $ | 0.02 | $ | (0.12 | ) | |||||||
Weighted average shares outstanding of Class A non-redeemable common stock, basic anddiluted | 990,000 | 990,000 | 990,000 | 794,302 | ||||||||||||
Basic and diluted net income (loss) per share, Class A non-redeemable common stock | $ | (0.02 | ) | $ | 0.02 | $ | (0.04 | ) | $ | (0.12 | ) | |||||
Weighted average shares outstanding of Class B non-redeemable common stock, basic anddiluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class B non-redeemable common stock | $ | (0.02 | ) | $ | 0.02 | $ | (0.04 | ) | $ | (0.10 | ) | |||||
FOR THREE MONTHS ENDED MARCH 31, 2023 | FOR THREE MONTHS ENDED MARCH 31, 2022 | |||||||
| General and administrative expenses | $ | 772,183 | $ | 371,195 | ||||
| Franchise tax expenses | 50,000 | 50,000 | ||||||
Loss from operations | (822,183 | ) | (421,195 | ) | ||||
| Change in fair value of derivative liabilities | — | 150,000 | ||||||
| Gain on marketable securities (net), dividends and interest, held in Trust Account | 3,743,046 | 28,158 | ||||||
Income (loss) before income tax expense | $ | 2,920,863 | $ | (243,037 | ) | |||
| Income tax expenses | 775,540 | — | ||||||
Net income (loss) | $ | 2,145,323 | $ | (243,037 | ) | |||
| Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted | 34,500,000 | 34,500,000 | ||||||
Basic and diluted net income (loss) per share, Class A subject to possible redemption | $ | 0.07 | $ | (0.01 | ) | |||
Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted | 990,000 | 990,000 | ||||||
Basic and diluted net income (loss) per share, Class A non-redeemable common stock | $ | (0.04 | ) | $ | (0.01 | ) | ||
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted | 5,000,000 | 5,000,000 | ||||||
Basic and diluted net income (loss) per share, Class B non-redeemable common stock | $ | (0.04 | ) | $ | (0.01 | ) | ||
Common Stock Subject to Possible Redemption | Common Stock | |||||||||||||||||||||||||||||||||||
Class A | Class A | Class B | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||
Balance as of January 1, 2022 (audited) | 34,500,000 | $ | 345,017,029 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (15,451,798 | ) | $ | (15,451,199 | ) | |||||||||||||||||||
Accretion of Class A common stock to redemption value | — | 28,158 | — | — | — | — | — | (28,158 | ) | (28,158 | ) | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (243,037 | ) | (243,037 | ) | |||||||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) | 34,500,000 | $ | 345,045,187 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (15,722,993 | ) | $ | (15,722,394 | ) | |||||||||||||||||||
Accretion of Class A common stock to redemption value | — | 490,019 | — | — | — | — | — | (490,019 | ) | (490,019 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 46,466 | 46,466 | |||||||||||||||||||||||||||
Balance as of June 30, 2022 (unaudited) | 34,500,000 | $ | 345,535,206 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (16,166,546 | ) | $ | (16,165,947 | ) | |||||||||||||||||||
Deferred underwriting fees waiver | — | — | — | — | — | — | — | 10,867,500 | 10,867,500 | |||||||||||||||||||||||||||
Accretion of Class A common stock to redemption value | — | 1,560,060 | — | — | — | — | — | (1,560,060 | ) | (1,560,060 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 663,959 | 663,959 | |||||||||||||||||||||||||||
Balance as of September 30, 2022 (unaudited) | 34,500,000 | $ | 347,095,266 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (6,195,147 | ) | $ | (6,194,548 | ) | |||||||||||||||||||
Common Stock Subject to Possible Redemption | Common Stock | |||||||||||||||||||||||||||||||||||
Class A | Class A | Class B | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||
Balance as of January 1, 2023 | 34,500,000 | $ | 350,073,997 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (7,767,641 | ) | $ | (7,767,042 | ) | |||||||||||||||||||
| Accretion of Class A common stock to redemption value | — | 3,743,046 | — | — | — | — | — | (3,743,046 | ) | (3,743,046 | ) | |||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 2,145,323 | 2,145,323 | |||||||||||||||||||||||||||
Balance as of March 31, 2023 (unaudited) | 34,500,000 | $ | 353,817,043 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (9,365,364 | ) | $ | (9,364,765 | ) | |||||||||||||||||||
Common Stock Subject to Possible Redemption | ||||||||||||||||||||||||||||||||||||
Class A | Class A | Class B | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||
Balance as of January 15, 2021 (inception) | — | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Issuance of common stock to Sponsor | — | — | — | — | 5,000,000 | 500 | 12,000 | — | 12,500 | |||||||||||||||||||||||||||
Sale of Class A common stock, net of $19,660,260 issuance costs | 34,500,000 | 325,339,740 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Sale of Private Placement Shares | — | — | 990,000 | 99 | — | — | 9,899,901 | — | 9,900,000 | |||||||||||||||||||||||||||
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 | ) | |||||||||||||||||||||||||
Balance as of March 31, 2021 (unaudited) | 34,500,000 | $ | 345,000,000 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (13,082,417 | ) | $ | (13,081,818 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (1,317,641 | ) | (1,317,641 | ) | |||||||||||||||||||||||||
Balance as of June 30, 2021 (unaudited) | 34,500,000 | $ | 345,000,000 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (14,400,058 | ) | $ | (14,399,459 | ) | |||||||||||||||||||
Accretion of Class A common stock to redemption value | — | 10,545 | — | — | — | — | — | (10,545 | ) | (10,545 | ) | |||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 856,798 | 856,798 | |||||||||||||||||||||||||||
Balance as of September 30, 2021 (unaudited) | 34,500,000 | $ | 345,010,545 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (13,553,805 | ) | $ | (13,553,206 | ) | |||||||||||||||||||
Common Stock Subject to Possible Redemption | Common Stock | |||||||||||||||||||||||||||||||||||
Class A | Class A | Class B | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||
Balance as of January 1, 2022 | 34,500,000 | $ | 345,017,029 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (15,451,798 | ) | $ | (15,451,199 | ) | |||||||||||||||||||
| Accretion of Class A common stock to redemption value | — | 28,158 | — | — | — | — | — | (28,158 | ) | (28,158 | ) | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | (243,037 | ) | (243,037 | ) | |||||||||||||||||||||||||
Balance as of March 31, 2022 (unaudited) | 34,500,000 | $ | 345,045,187 | 990,000 | $ | 99 | 5,000,000 | $ | 500 | $ | — | $ | (15,722,993 | ) | $ | (15,722,394 | ) | |||||||||||||||||||
For The Nine Months Ended September 30, 2022 | For The Period From January 15, 2021 (Inception) Through September 30, 2021 | |||||||||
Cash Flows from Operating Activities | ||||||||||
Net income (loss) | $ | 467,388 | $ | (3,794,901 | ) | |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||
Financing expenses on derivative classified instrument | — | 12,137,500 | ||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (2,078,237 | ) | (10,545 | ) | ||||||
Change in fair value of derivative liabilities | (150,000 | ) | (11,600,000 | ) | ||||||
Changes in operating assets and liabilities: | ||||||||||
Prepaid expenses and other non-current assets | 480,741 | (1,019,118 | ) | |||||||
Accounts payable and accrued expenses (including franchise tax payable and income tax payable) | 615,801 | 2,580,561 | ||||||||
Net cash used in operating activities | (664,307 | ) | (1,706,503 | ) | ||||||
Cash Flows from Investing Activities | ||||||||||
Investment of m arketable securities held in 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 | 462,062 | 600 | ||||||||
Proceeds from sale of Class A common stock, net of transaction costs | — | 337,414,740 | ||||||||
Proceeds from sale of Private Placement Shares | — | 9,900,000 | ||||||||
Net cash provided by financing activities | 462,062 | 347,340,340 | ||||||||
Net (decrease) increase in cash | (202,245 | ) | 633,837 | |||||||
Cash - beginning of period | 202,245 | — | ||||||||
Cash - end of period | $ | — | $ | 633,837 | ||||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||||
| Accretion of Class A common stock to redemption value | $ | 2,078,237 | $ | 10,545 | ||||||
Deferred underwriting fees payable | $ | 0 | $ | 12,075,000 | ||||||
Waiver of deferred underwriting fees payable | $ | 10,867,500 | $ | — | ||||||
FOR THREE MONTHS ENDED MARCH 31, 2023 | FOR THREE MONTHS ENDED MARCH 31, 2022 | |||||||
Cash Flows from Operating Activities | ||||||||
| Net income (loss) | $ | 2,145,323 | $ | (243,037 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Dividends and interest, held in Trust Account | — | (28,158 | ) | |||||
| Change in fair value of derivative liabilities | — | (150,000 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (63,533 | ) | 119,028 | |||||
| Accounts payable and accrued expenses (including franchise and income tax payable) | 1,244,389 | 44,523 | ||||||
Net cash provided by (used in) operating activities | 3,326,179 | (257,644 | ) | |||||
Cash Flows from Investing Activities | ||||||||
| Investment in marketable securities held in Trust Account | (3,743,046 | ) | — | |||||
Net cash used in investing activities | (3,743,046 | ) | — | |||||
Cash Flows from Financing Activities | ||||||||
| Advances from related party | 416,867 | 78,067 | ||||||
Net cash provided by financing activities | 416,867 | 78,067 | ||||||
Net decrease in cash | — | (179,577 | ) | |||||
Cash - beginning of period | — | 202,245 | ||||||
Cash - end of period | $ | — | $ | 22,668 | ||||
Supplemental disclosure of noncash investing and financing activities | ||||||||
| Accretion of Class A common stock to redemption value | $ | 3,743,046 | $ | 28,158 | ||||
| For The Nine Months Ended September 30, 2022 | For The Period From January 15, 2021 (Inception) Through September 30, 2021 | |||||||
Net income (loss) | $ | 467,388 | $ | (3,794,901 | ) | |||
Accretion of temporary equity in excess of fair value | (2,078,237 | ) | (10,545 | ) | ||||
Net loss including accretion of temporary equity in excess of fair value | $ | (1,610,849 | ) | $ | (3,805,446 | ) | ||
For The Three Months Ended March 31, 2023 | For The Three Months Ended March 31, 2022 | |||||||
| Net income (loss) | $ | 2,145,323 | $ | (243,037 | ) | |||
| Accretion of temporary equity in excess of fair value | (3,743,046 | ) | (28,158 | ) | ||||
| Net loss including accretion of temporary equity in excess of fair value | $ | (1,597,723 | ) | $ | (271,195 | ) | ||
| For The Three Months Ended September 30, 2022 | For The Three Months Ended September 30, 2021 | |||||||
Net income | $ | 663,959 | $ | 856,798 | ||||
Accretion of temporary equity in excess of fair value | (1,560,060 | ) | (10,545 | ) | ||||
Net income (loss) including accretion of temporary equity in excess of fair value | $ | (896,101 | ) | $ | 846,253 | |||
For The Three Months Ended March 31, 2023 | ||||||||||||
Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
| Basic and diluted net income (loss) per share | ||||||||||||
| Numerator | ||||||||||||
| Allocation of net loss including accretion of temporary equity in excess of fair value | $ | (1,361,359 | ) | $ | (39,065 | ) | $ | (197,298 | ) | |||
| Deemed dividend for accretion of temporary equity in excess of fair value | 3,743,046 | — | — | |||||||||
| Allocation of net income (loss) and deemed dividend | $ | 2,381,687 | $ | (39,065 | ) | $ | (197,298 | ) | ||||
| Denominator | ||||||||||||
| Weighted average shares outstanding, basic and diluted | 34,500,000 | 990,000 | 5,000,000 | |||||||||
| Basic and diluted net income (loss) per share | $ | 0.07 | $ | (0.04 | ) | $ | (0.04 | ) | ||||
| For The Nine Months Ended September 30, 2022 | ||||||||||||
| Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
Basic and diluted net income (loss) per share | ||||||||||||
Numerator | ||||||||||||
Allocation of net loss including accretion of temporary equity in excess of fair value | $ | (1,372,544 | ) | $ | (39,386 | ) | $ | (198,919 | ) | |||
Deemed dividend for accretion of temporary equity in excess of fair value | 2,078,237 | — | — | |||||||||
Allocation of net income (loss) and deemed dividend | $ | 705,693 | $ | (39,386 | ) | $ | (198,919 | ) | ||||
Denominator | ||||||||||||
Weighted average shares outstanding, basic and diluted | 34,500,000 | 990,000 | 5,000,000 | |||||||||
Basic and diluted net income (loss) per share | $ | 0.02 | $ | (0.04 | ) | $ | (0.04 | ) | ||||
| For The Period from January 15, 2021 (Inception) Through September 30, 2021 | ||||||||||||
| Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
Basic and diluted net loss per share | ||||||||||||
Numerator | ||||||||||||
Allocation of net loss including accretion of temporary equity in excess of fair value | $ | (3,210,715 | ) | $ | (92,134 | ) | $ | (502,597 | ) | |||
Deemed dividend for accretion of temporary equity in excess of fair value | 10,545 | — | — | |||||||||
Allocation of net loss and deemed dividend | $ | (3,200,170 | ) | $ | (92,134 | ) | $ | (502,597 | ) | |||
Denominator | ||||||||||||
Weighted average shares outstanding, basic and diluted | 27,680,233 | 794,302 | 5,000,000 | |||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.10 | ) | |||
| For The Three Months Ended September 30, 2022 | ||||||||||||
Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
Basic and diluted net income (loss) per share | ||||||||||||
Numerator | ||||||||||||
Allocation of net income including accretion of temporary equity in excess of fair value | $ | (763,534 | ) | $ | (21,910 | ) | $ | (110,657 | ) | |||
Deemed dividend for accretion of temporary equity in excess of fair value | 1,560,060 | — | — | |||||||||
Allocation of net income (loss) and deemed dividend | $ | 796,526 | $ | (21,910 | ) | $ | (110,657 | ) | ||||
Denominator | ||||||||||||
Weighted average shares outstanding, basic and diluted | 34,500,000 | 990,000 | 5,000,000 | |||||||||
Basic and diluted net income (loss) per share | $ | 0.02 | $ | (0.02 | ) | $ | (0.02 | ) | ||||
| For The Three Months Ended September 30, 2021 | ||||||||||||
Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
Basic and diluted net income per share | ||||||||||||
Numerator | ||||||||||||
Allocation of net income including accretion of temporary equity in excess of fair value | $ | 721,060 | $ | 20,692 | $ | 104,501 | ||||||
Deemed dividend for accretion of temporary equity in excess of fair value | 10,545 | — | — | |||||||||
Allocation of net income and deemed dividend | $ | 731,605 | $ | 20,692 | $ | 104,501 | ||||||
Denominator | ||||||||||||
Weighted average shares outstanding, basic and diluted | 34,500,000 | 990,000 | 5,000,000 | |||||||||
Basic and diluted net income per share | $ | 0.02 | $ | 0.02 | $ | 0.02 | ||||||
For The Three Months Ended March 31, 2022 | ||||||||||||
Class A-t (Temporary) | Class A-p (Permanent) | Class B | ||||||||||
| Basic and diluted net income (loss) per share | ||||||||||||
| Numerator | ||||||||||||
| Allocation of net loss including accretion of temporary equity in excess of fair value | $ | (231,075 | ) | $ | (6,631 | ) | $ | (33,489 | ) | |||
| Deemed dividend for accretion of temporary equity in excess of fair value | 28,158 | — | — | |||||||||
| Allocation of net loss and deemed dividend | $ | (202,917 | ) | $ | (6,631 | ) | $ | (33,489 | ) | |||
| Denominator | ||||||||||||
| Weighted average shares outstanding, basic and diluted | 34,500,000 | 990,000 | 5,000,000 | |||||||||
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Marketable securities held in Trust Account | $ | 347,095,266 | $ | — | $ | — | $ | 347,095,266 | ||||||||
Liabilities: | ||||||||||||||||
Class K Founder Shares derivative liabilities | — | — | — | — | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
| Marketable securities held in Trust Account | $ | 353,817,043 | $ | — | $ | — | $ | 353,817,043 | ||||||||
Liabilities: | ||||||||||||||||
| Class K Founder Shares derivative liabilities | $ | — | $ | — | $ | — | $ | — | ||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Marketable securities held in Trust Account | $ | 345,017,029 | $ | — | $ | — | $ | 345,017,029 | $ | 350,073,997 | $ | — | $ | — | $ | 350,073,997 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Class K Founder Shares derivative liabilities | — | — | $ | 150,000 | $ | 150,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Input | March 31, 2023 | |||
| Risk-free interest rate | 3.50 | % | ||
| Term to business combination | 0.5 years | |||
| Expected volatility | de minimis | |||
| Stock price | $ | 10.14 | ||
| Dividend yield | 0.00 | % | ||
Input | December 31, 2021 | |||
Input Risk-free interest rate | 1.54 | % | ||
Term to Business Combination | 0.5 years | |||
Expected volatility | 10.50 | % | ||
Stock price | $ | 9.70 | ||
Dividend yield | 0.00 | % | ||
Input | December 31, 2022 | |||
Risk-free interest rate | 3.90 | % | ||
Term to business combination | 0.6 years | |||
Expected volatility | de minimis | |||
Stock price | $ | 9.98 | ||
Dividend yield | 0.00 | % | ||
| Class K Founder Shares Derivative | ||||
| Liabilities | ||||
Fair value as of January 1, 2022 | $ | 150,000 | ||
Change in fair value | (150,000 | ) | ||
Fair value as of March 31, 2022 | $ | — | ||
Change in fair value | — | |||
Fair value as of June 30, 2022 | $ | — | ||
Change in fair value | — | |||
Fair value as of September 30, 2022 | $ | — | ||
Class K Founder Shares Derivative Liabilities | ||||
| Fair value at January 1, 2022 | $ | 150,000 | ||
| Change in fair value | (150,000 | ) | ||
| Fair value as of March 31, 2022 | $ | — | ||
| Class K Founder | ||||
| Shares Derivative | ||||
| Liabilities | ||||
Fair value at January 15, 2021 (Inception) | $ | 12,150,000 | ||
Change in fair value | (9,000,000 | ) | ||
Fair value at March 31, 2021 | $ | 3,150,000 | ||
Change in fair value | (850,000 | ) | ||
Fair value at June 30, 2021 | $ | 2,300,000 | ||
Change in fair value | (1,750,000 | ) | ||
Fair value as of September 30, 2021 | $ | 550,000 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Khosla Ventures Acquisition Co. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Khosla Ventures SPAC Sponsor LLC.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward- looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (“IPO”)Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on January 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the sale of the private placement shares and forward-purchase shares, our capital stock, debt or a combination of cash, stock and debt. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our sponsor is Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company. The registration statement for our IPO was declared effective on March 3, 2021. On March 8, 2021, we consummated our IPO of 34,500,000 Public Shares at $10.00 per share, generating gross proceeds of $345,000,000, and incurring offering costs of $19,660,260, inclusive of $12,075,000 in deferred underwriting fees payable.
Simultaneously with the closing of the IPO, we consummated the private placement of 990,000 private placement shares at a price of $10.00 per private placement share to the sponsor, generating proceeds of $9,900,000.
Upon the closing of the IPO and the private placement, the $345,000,000 of net proceeds from the IPO and certain of the proceeds of the private placement were placed 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 that invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.
21
On February 10, 2023, we entered into a non-binding letter of intent for a potential initial business combination with another company, as a result of which the date by which we must complete a business combination was extended to June 8, 2023. We expect to announce additional details regarding the potential initial business combination if and when a definitive agreement is executed. No assurances can be made that we will successfully negotiate and enter into a definitive agreement with respect to the potential initial business combination, or that it will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction is subject to board and equity holder approval of both companies, regulatory approvals and other customary conditions. If we are unable to complete a Business Combinationthe potential initial business combination by March 8, 2023 (24 months from the closing of the IPO), or June 8, 2023 (27 months from the closing of the IPO), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by March 8, 2023, and our stockholders have not amended the certificate of incorporation to extend such period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, 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 us to pay our taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 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), subject to applicable law; 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 our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On June 9, 2021, we entered into an agreement for a proposed initial Business Combination with Valo Health, a technology company using human- centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process. Concurrently with such an agreement, we 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 collectively subscribed for 16,855,000 shares of Class A common stock for an aggregate purchase price equal to $168,550,000 (the “PIPE I Investment”). On July 30, 2021, we 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 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”).
22
On November 15, 2021, we and Valo Health mutually agreed to terminate the proposed initial Business Combination based on market conditions, particularly in the biotechnology area. As such, we continue to search for a potential initial Business Combination target. The PIPE I Investment and PIPE II Investment were also both terminated upon the termination of the proposed initial Business Combination with Valo Health.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations (other than searching for a Business Combination after our IPO) nor generated any revenues to date. Our only activities from January 15, 2021 (inception) through September 30, 2022March 31, 2023 were organizational activities and those necessary to prepare for the IPO and the proposed initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
16
For the three months ended September 30, 2022,March 31, 2023, we had a loss from operations of $578,988,$822,183 which consisted of $528,988$772,183 of general and administrative expenses and $50,000 in franchise tax expense. Of the $528,988$772,183 of general and administrative expenses, $167,358 was$181,235 related to the amortization of Directors’ and Officers’ liability insurance, $231,189 was$420,206 related to legal expense and $130,441 was$170,742 related to other professional services. We also incurredrecorded a $1,560,060$3,743,046 gain on marketable securities (net), dividends and interest, held in the Trust Account and $317,113$775,540 in income tax expense, resulting in net income of $663,959 for the three months ended September 30, 2022.$2,145,323.
For the three months ended September 30, 2021,March 31, 2022, we had a loss from operations of $898,503,$421,195, which consisted of $848,503$371,195 of general and administrative expenses and $50,000 in franchise tax expense. Of the $848,503 of general and administrative expenses, $167,358 wasWe also recorded a $150,000 gain related to the amortization of Directors’ and Officers’ liability insurance, $512,781 was related to legal expense and $168,364 was related to other professional services. We also incurred a $1,750,000 gain on the change in fair value of derivative liabilities and a $5,301 gain$28,158 gains on marketable securities (net), dividends and interest, held in Trust Account, resulting in a net income of $856,798 for the three months ended September 30, 2021.
For the nine months ended September 30, 2022, we had a loss from operations of $1,394,343, which consisted of $1,244,343 of general and administrative expenses, and $150,000 in franchise tax expenses. Of the $1,244,343 of general and administrative expenses, $496,617 was related to the amortization of Directors’ and Officers’ liability insurance, $263,221 was related to legal expense and $484,505 was related to other professional services. We also incurred a $150,000 gain on the change in fair value of derivative liabilities, a $2,078,237 gain on marketable securities held in Trust Account and $366,506 in income tax expense, resulting in net income of $467,388 for the nine months ended September 30, 2022.
For the period from January 15, 2021 (inception) through September 30, 2021, we had a loss from operations of $3,267,946, which consisted of $30,000 in formation costs, $3,087,946 in general and administrative expenses, and $150,000 in franchise tax expenses. Of the $3,087,946 of general and administrative expenses, $383,832 was related to the amortization of Directors’ and Officers’ liability insurance, $2,272,115 was related to legal expense and $431,999 was related to other professional services. We also incurred $12,137,500 in financing expenses on derivative classified instrument, offset by the change in fair value of derivative liabilities of $11,600,000, and a $10,545 gain on marketable securities held in Trust Account, resulting in a net loss of $3,794,901 for the period from January 15, 2021 (inception) through September 30, 2021.$243,037.
Liquidity and Capital Resources
As of September 30, 2022,March 31, 2023, the Company had $0 in its operating bank account, $296,018$176,818 in prepaid expenses, $347,095,266$353,817,043 in marketable 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 a working capital deficit of $4,987,048.$8,157,265. As of September 30, 2022, $2,095,266March 31, 2023, $3,743,046 of the amount on deposit in the Trust Account represented interest income, which is available for payment of franchise taxes and expenses in connection with the liquidation of the Trust Account. In addition, the Working Capital Loan and advances from related parties are available to the Company to fund operations.
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.
23
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 conditions 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.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters are entitled to a deferred fee of $0.35 per public share, or $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.
On September 21, 2022, the Company received an executed deferred underwriting fees waiver letter from Goldman Sachs & Co. LLC, informing the Company of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of any Business Combination. The waiver does not cover deferred underwriting fees payable to Piper Sandler & Co. (representing 10% of the total deferred underwriting fees payable). The waiver is recorded in the Company’s condensed statements of changes in common stock subject to possible redemption and stockholder’s deficit against accumulated deficit.
On March 3, 2021, we entered into a forward-purchase agreement pursuant to which the sponsor (together with any permitted transferees under the forward-purchase agreement, the “Khosla Entities”) havehas agreed to purchase an aggregate of up to 2,500,000 forward-purchase shares for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that will close simultaneously with the closing of the initial Business Combination. The Khosla Entities will purchase a number of forward-purchase shares that will result in gross proceeds to us necessary to enable us to consummate our initial Business Combination and pay related fees and expenses, after first applying amounts available to us from the Trust Account (after paying the underwriting fees payable and giving effect to any redemptions of Public Shares) and any other financing source obtained by us for such purpose at or prior to the consummation of our initial Business Combination, plus any additional amounts mutually agreed by us and the Khosla Entities to be retained by the post-Business Combination company for working capital or other purposes. The Khosla Entities’ obligation to purchase forward-purchase shares will, among other things, be conditioned on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to the Khosla Entities and on a requirement that such initial Business Combination is approved by a unanimous vote of our board of directors. In determining whether a target is reasonably acceptable to the Khosla Entities, we expect that the Khosla Entities would consider many of the same criteria as we will consider but will also consider whether the investment is an appropriate investment for the Khosla Entities.
Critical Accounting EstimateEstimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. WeThere have not identified anybeen no significant changes in our critical accounting estimate other thanestimates as compared to the following.
Class K Founder Shares Derivative Liabilities
Please refer to additional informationcritical accounting estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Operations” included in our Annual Report on Form 10-Kfiled 10- Kwith the SEC for the fiscal year ended December 31, 2021 within Financial Statements Note 4 and Note 7.2022.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
17
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
24
| Item 4. | Controls and Procedures |
Evaluation of disclosure controls and procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2022,March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report,as of March 31, 2023, our disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting related to inaccurate accounting. Management identified errors in its historical financial statements related to the accounting for the Class A common stock, and the Class K founder shares.shares, and cash flow statement presentation. Because the Class A common stock issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control, the Company should have classified all of these redeemable shares in temporary equity and remeasured these redeemable shares to their redemption value (i.e., $10.00 per share) as of the end of the first reporting period after the date of the Company’s IPO. Management also concluded that it incorrectly accounted for the Class K founder shares as permanent equity versus a derivative liability.liabilities. Management also concluded that it incorrectly presented the gain on marketable securities (net), dividends and interest, held in the Trust Account as operating activities in cash flow statement versus investing activities.
To address these material weaknesses, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communications within the Company, financial advisors and independent registered public accounting firm. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We plan to include providingprovide enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other thanFollowing identification of the material weaknesses and prior to filing this issue,Quarterly Report on Form 10-Q, we completed substantive procedures for the period covered by this report. Based on these procedures, management believes that our disclosure controlsfinancial statements included in this report have been prepared in accordance with U.S. generally accepted accounting principles. Our principal executive officer and procedures were effective at a reasonable assurance levelprincipal financial and accordingly, provided reasonable assuranceaccounting officer have certified that, based on their knowledge, the financial statements, and other financial information required to be disclosed by usincluded in reports filed underthis report, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the Exchange Act is recorded, processed, summarized and reported within the time periods specifiedpresented in the SEC’s rules and forms.this report.
Changes in internal control over financial reporting
During the quarter ended September 30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the material weaknesses described above had not yet been identified. WeAs of March 31, 2023, we are in the process of implementing changes to our internal control over financial reporting to remediate such material weaknesses, as more fully described above. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Other than the changes described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
2518
PART II-OTHER INFORMATION
| Item 1. | Legal Proceedings. |
None.
| Item 1A. | Risk Factors. |
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.2022. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021. An additional factor that could cause our actual results to differ materially from those in this report is set out below.
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
If the SEC adopts the proposed rules and regulations relating to, among other things, enhancing disclosures in Business Combination transactions involving SPACs, our ability to complete an initial Business Combination could be adversely and materially affected, and we may be exposed to a greater risk of litigation in connection with our initial Business Combination.
On March 30, 2022, the SEC issued certain proposed rules relating to, among other items, enhancing disclosures in Business Combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; increasing the liability of projections in SEC filings in connection with proposed Business Combination transactions; increasing the potential liability of certain participants in proposed Business Combination transactions; and modifying the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in revised form, may (i) impair our ability to engage financial and capital market advisors, to negotiate or to complete an initial Business Combination, (ii) increase the costs and time related thereto and (iii) expose us to a greater risk of litigation in connection with our initial Business Combination, which may materially and adversely affect us.
We may be subject to additional excise tax under the recently-passed Inflation Reduction Act of 2022, which could adversely affect our ability to complete an initial Business Combination.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.2022.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
There were no sales of unregistered securities during the ninethree months ended September 30, 2022.March 31, 2023.
| Item 3. | Defaults Upon Senior Securities. |
None.
26
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
None.
27
| Item 6. |
|
The following exhibits are filed or furnished as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith. |
2819
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KHOSLA VENTURES ACQUISITION CO. | ||||||
| Date: | By: | /s/ Peter Buckland | ||||
| Name: | Peter Buckland | |||||
| Title: | Chief Financial Officer | |||||
29
20