Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Nextdoor Holdings, Inc. |
Amendment Flag | false |
Entity Central Index Key | 0001846069 |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||||||||
Cash and cash equivalents | $ 66,320,000 | $ 83,642,000 | $ 94,712,000 | $ 77,015,000 | ||||||
Total current assets | 145,089,000 | 165,355,000 | 199,287,000 | |||||||
Other assets | 4,961,000 | 700,000 | 478,000 | |||||||
Total assets | 229,943,000 | 217,747,000 | 220,873,000 | |||||||
Current liabilities: | ||||||||||
Accounts payable | 4,360,000 | 3,354,000 | 3,339,000 | |||||||
Total current liabilities | 38,492,000 | 32,183,000 | 30,792,000 | |||||||
Total liabilities | 101,940,000 | 68,437,000 | 31,003,000 | |||||||
Commitments and contingencies | ||||||||||
Stockholders' deficit: | ||||||||||
Common stock | 3,000 | 3,000 | 3,000 | |||||||
Additional paid-in capital | 132,371,000 | 87,952,000 | 52,446,000 | |||||||
Accumulated deficit | (451,016,000) | (385,014,000) | (309,780,000) | |||||||
Total stockholders' equity (deficit) | (319,163,000) | $ (317,039,000) | (297,856,000) | $ (293,940,000) | $ (283,214,000) | (257,296,000) | $ (208,740,000) | |||
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | $ 229,943,000 | $ 217,747,000 | $ 220,873,000 | |||||||
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | |||||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||||
Khosla | ||||||||||
Assets | ||||||||||
Cash and cash equivalents | $ 572,360 | $ 978,280 | $ 0 | |||||||
Prepaid expenses | 653,393 | 653,392 | ||||||||
Total current assets | 1,225,753 | 1,631,672 | ||||||||
Marketable securities held in Trust Account | 416,354,760 | 416,350,445 | ||||||||
Other assets | 311,479 | 476,172 | ||||||||
Total assets | 417,891,992 | 418,458,289 | ||||||||
Current liabilities: | ||||||||||
Accounts payable | 112,528 | 64,569 | ||||||||
Franchise tax payable | 150,000 | 100,000 | ||||||||
Advances from related party | 300 | 5,300 | ||||||||
Total current liabilities | 1,845,198 | 169,869 | ||||||||
Deferred underwriting fees payable | 14,572,044 | 14,572,044 | $ 14,572,044 | $ 14,572,044 | ||||||
Class K Founder Shares derivative liability | 10,300,000 | 16,550,000 | ||||||||
Total liabilities | 26,717,242 | 31,291,913 | ||||||||
Commitments and contingencies | ||||||||||
Class A Common stock subject to possible redemption, 39,960,524 shares at $10.00 | 416,354,760 | 416,344,120 | ||||||||
Stockholders' deficit: | ||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||||||||
Additional paid-in capital | 0 | 0 | ||||||||
Accumulated deficit | (25,180,623) | (29,178,357) | ||||||||
Total stockholders' equity (deficit) | (25,180,010) | (29,177,744) | $ (25,916,215) | $ 0 | ||||||
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | $ 417,891,992 | $ 418,458,289 | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||||
Khosla | Class A Common Stock | ||||||||||
Stockholders' deficit: | ||||||||||
Common stock | $ 113 | $ 113 | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | ||||||||
Common stock issued (in shares) | 1,132,688 | 1,132,688 | ||||||||
Common stock outstanding (in shares) | 1,132,688 | 1,132,688 | ||||||||
Khosla | Class B Common Stock | ||||||||||
Stockholders' deficit: | ||||||||||
Common stock | $ 500 | $ 500 | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common stock authorized (in shares) | 30,000,000 | 30,000,000 | ||||||||
Common stock issued (in shares) | 5,000,000 | 5,000,000 | ||||||||
Common stock outstanding (in shares) | 5,000,000 | 5,000,000 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | |||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Khosla | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Khosla | Class A Common Stock | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Common stock issued (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock outstanding (in shares) | 1,132,688 | 1,132,688 | ||||||
Khosla | Class B Common Stock | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock authorized (in shares) | 30,000,000 | 30,000,000 | ||||||
Common stock issued (in shares) | 5,000,000 | 5,000,000 | ||||||
Common stock outstanding (in shares) | 5,000,000 | 5,000,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 5 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Khosla | |
Formation costs | $ 25,000 |
General and administrative | 283,967 |
Franchise tax expense | 100,000 |
Loss from operations | (408,967) |
Financing expenses on derivative classified instrument | (36,537,500) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 6,327 |
Change in fair value of derivative liabilities | 20,000,000 |
Loss before income taxes | (16,940,140) |
Net loss | $ (16,940,140) |
Khosla | Class A Common Stock | Common Stock Subject To Possible Redemption | |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 26,526,318 |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 26,526,318 |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ / shares | $ (0.51) |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ / shares | $ (0.51) |
Khosla | Class A Common Stock | Non Redeemable Common Stock | |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 721,974 |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 721,974 |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ / shares | $ (0.60) |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ / shares | $ (0.60) |
Khosla | Class B Common Stock | Non Redeemable Common Stock | |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 5,000,000 |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 5,000,000 |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ / shares | $ (0.60) |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ / shares | $ (0.60) |
STATEMENT OF CHANGES IN COMMON
STATEMENT OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Khosla | KhoslaClass A Common Stock | KhoslaClass B Common Stock | KhoslaCommon Stock Subject To Possible Redemption | KhoslaCommon Stock Subject To Possible RedemptionClass A Common Stock | KhoslaCommon StockClass A Common Stock | KhoslaCommon StockClass B Common Stock | KhoslaAdditional Paid-in Capital | KhoslaAccumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 29,571,000 | ||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ (208,740,000) | $ 2,000 | $ 27,863,000 | $ (236,499,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (73,281,000) | (73,281,000) | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 31,483,000 | ||||||||||||
Balance at end of period at Dec. 31, 2019 | (257,296,000) | $ 3,000 | 52,446,000 | (309,780,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (60,298,000) | (60,298,000) | |||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467,000 | ||||||||||||
Balance at end of period at Sep. 30, 2020 | (293,940,000) | $ 3,000 | 76,586,000 | (370,078,000) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 31,483,000 | ||||||||||||
Balance at beginning of period at Dec. 31, 2019 | (257,296,000) | $ 3,000 | 52,446,000 | (309,780,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (75,234,000) | (75,234,000) | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 33,415,000 | ||||||||||||
Balance at end of period at Dec. 31, 2020 | (297,856,000) | $ 3,000 | 87,952,000 | (385,014,000) | |||||||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 32,226,000 | ||||||||||||
Balance at beginning of period at Jun. 30, 2020 | (283,214,000) | $ 3,000 | 67,890,000 | (350,912,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (19,166,000) | (19,166,000) | |||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467,000 | ||||||||||||
Balance at end of period at Sep. 30, 2020 | (293,940,000) | $ 3,000 | 76,586,000 | (370,078,000) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 33,415,000 | ||||||||||||
Balance at beginning of period at Dec. 31, 2020 | (297,856,000) | $ 3,000 | 87,952,000 | (385,014,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (66,002,000) | (66,002,000) | |||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 1,132,688 | 5,000,000 | ||||||||||
Balance at end of period at Sep. 30, 2021 | (319,163,000) | $ 3,000 | 132,371,000 | (451,016,000) | $ (25,180,010) | $ 113 | $ 500 | $ 0 | $ (25,180,623) | ||||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,000,000 | ||||||||||||
Issuance of Class B ordinary shares to Sponsor | 12,500 | $ 500 | 12,000 | ||||||||||
Sale of Public Shares, net of issuance costs (in shares) | 41,634,412 | 5,000,000 | |||||||||||
Sale of Public Shares, net of issuance costs | 12,500 | $ 392,767,136 | $ 500 | 12,000 | |||||||||
Sale of Private Placement Shares (in shares) | 1,132,688 | ||||||||||||
Sale of Private Placement Shares | 11,326,880 | $ 113 | 11,326,767 | ||||||||||
Accretion of Class A Common Stock to redemption value | (23,576,984) | $ 23,576,984 | (11,338,767) | (12,238,217) | |||||||||
Net loss | (13,678,611) | (13,678,611) | |||||||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 41,634,412 | 1,132,688 | 5,000,000 | ||||||||||
Balance at end of period at Mar. 31, 2021 | (25,916,215) | $ 416,344,120 | $ 113 | $ 500 | 0 | (25,916,828) | |||||||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Accretion of Class A Common Stock to redemption value | 23,576,984 | ||||||||||||
Net loss | (16,940,140) | $ (435,182) | $ (3,013,835) | $ (13,491,123) | |||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||
Balance at end of period at Jun. 30, 2021 | (317,039,000) | $ 3,000 | 115,302,000 | (431,653,000) | (29,177,744) | $ 416,344,120 | $ 113 | $ 500 | 0 | (29,178,357) | |||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Accretion of Class A Common Stock to redemption value | 23,587,624 | 11,338,767 | 12,248,857 | ||||||||||
Net loss | (12,931,766) | (297,614) | (1,697,098) | (10,937,054) | |||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 1,132,688 | 5,000,000 | ||||||||||
Balance at end of period at Sep. 30, 2021 | (319,163,000) | $ 3,000 | 132,371,000 | (451,016,000) | (25,180,010) | $ 113 | $ 500 | 0 | (25,180,623) | ||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 41,634,412 | 1,132,688 | 5,000,000 | ||||||||||
Balance at beginning of period at Mar. 31, 2021 | (25,916,215) | $ 416,344,120 | $ 113 | $ 500 | 0 | (25,916,828) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (3,261,529) | (3,261,529) | |||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||
Balance at end of period at Jun. 30, 2021 | (317,039,000) | $ 3,000 | 115,302,000 | (431,653,000) | (29,177,744) | $ 416,344,120 | $ 113 | $ 500 | 0 | (29,178,357) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Accretion of Class A Common Stock to redemption value | (10,640) | (10,640) | |||||||||||
Net loss | (19,363,000) | (19,363,000) | 4,008,374 | $ 95,049 | $ 419,575 | $ 3,493,750 | 4,008,374 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 1,132,688 | 5,000,000 | ||||||||||
Balance at end of period at Sep. 30, 2021 | $ (319,163,000) | $ 3,000 | $ 132,371,000 | $ (451,016,000) | $ (25,180,010) | $ 113 | $ 500 | $ 0 | $ (25,180,623) |
STATEMENT OF CHANGES IN COMMO_2
STATEMENT OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) | 2 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Payments of stock issuance costs | $ 2,973,000 | $ 0 | |
Khosla | |||
Payments of stock issuance costs | $ 23,576,984 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 5 Months Ended |
Jun. 30, 2021USD ($) | |
Khosla | |
Cash flows from operating activities: | |
Net loss | $ (16,940,140) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Financing expenses on derivative classified instrument | 36,537,500 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (6,327) |
Change in fair value of derivative liability instrument | (20,000,000) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,129,564) |
Accounts payable | 164,569 |
Net cash used in operating activities | (1,373,962) |
Cash flows from investing activities: | |
Investment of cash into Trust Account | (416,344,118) |
Net cash provided by investing activities | (416,344,118) |
Cash flows from financing activities: | |
Sponsor contribution for class B and K common stock | 25,000 |
Advances from related party | 5,300 |
Proceeds from sale of Private Placement Shares | 407,339,180 |
Proceeds from Private Placement shares | 11,326,880 |
Net cash provided by financing activities | 418,696,360 |
Net increase in cash | 978,280 |
Cash - beginning of period | 0 |
Cash - end of period | 978,280 |
Supplemental disclosure of noncash investing and financing activities: | |
Accretion of Class A Common Stock to redemption value | 23,576,984 |
Deferred underwriting fees payable | $ 14,572,044 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Assets | |
Cash and cash equivalents | $ 66,320,000 |
Assets, Current | 145,089,000 |
Other assets | 4,961,000 |
Total assets | 229,943,000 |
Current liabilities: | |
Accounts payable | 4,360,000 |
Accrued expenses | 20,960,000 |
Total current liabilities | 38,492,000 |
Total liabilities | 101,940,000 |
Commitments and contingencies | |
Stockholders' deficit: | |
Common stock | 3,000 |
Additional paid-in capital | 132,371,000 |
Accumulated deficit | (451,016,000) |
Total stockholders' equity (deficit) | (319,163,000) |
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | 229,943,000 |
Khosla | |
Assets | |
Cash and cash equivalents | 572,360 |
Prepaid expenses | 653,393 |
Assets, Current | 1,225,753 |
Marketable securities held in Trust Account | 416,354,760 |
Other assets | 311,479 |
Total assets | 417,891,992 |
Current liabilities: | |
Accounts payable | 112,528 |
Franchise tax payable | 150,000 |
Accrued expenses | 1,582,370 |
Advances from related party | 300 |
Total current liabilities | 1,845,198 |
Deferred underwriting fees payable | 14,572,044 |
Class K Founder Shares derivative liability | 10,300,000 |
Total liabilities | 26,717,242 |
Commitments and contingencies | |
Class A Common stock subject to possible redemption, 39,960,524 shares at $10.00 | 416,354,760 |
Stockholders' deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (25,180,623) |
Total stockholders' equity (deficit) | (25,180,010) |
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | 417,891,992 |
Khosla | Class A Common Stock | |
Stockholders' deficit: | |
Common stock | 113 |
Khosla | Class B Common Stock | |
Stockholders' deficit: | |
Common stock | $ 500 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | |||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Khosla | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Khosla | Class A Common Stock | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Common stock issued (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock outstanding (in shares) | 1,132,688 | 1,132,688 | ||||||
Khosla | Class B Common Stock | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock authorized (in shares) | 30,000,000 | 30,000,000 | ||||||
Common stock issued (in shares) | 5,000,000 | 5,000,000 | ||||||
Common stock outstanding (in shares) | 5,000,000 | 5,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
General and administrative | $ 11,505,000 | ||
Loss from operations | (19,080,000) | ||
Loss before income taxes | (19,336,000) | ||
Net loss | $ (19,363,000) | ||
Weighted average shares outstanding of common stock, basic (in shares) | 34,256,000 | ||
Weighted average shares outstanding of common stock, diluted (in shares) | 34,256,000 | ||
Basic net income (loss) per share (in USD per share) | $ (0.57) | ||
Diluted net income (loss) per share (in USD per share) | $ (0.57) | ||
Khosla | |||
Formation costs | $ 0 | $ 25,000 | $ 25,000 |
General and administrative | 2,195,939 | 283,967 | 2,479,906 |
Franchise tax expense | 50,000 | 100,000 | 150,000 |
Loss from operations | (2,245,939) | (408,967) | (2,654,906) |
Financing expenses on derivative classified instrument | 0 | (36,537,500) | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 4,313 | 10,640 | |
Change in fair value of derivative liabilities | 6,250,000 | 26,250,000 | |
Loss before income taxes | 4,008,374 | (16,940,140) | (12,931,766) |
Net loss | 4,008,374 | (16,940,140) | (12,931,766) |
Khosla | Class A Common Stock | |||
Net loss | 95,049 | (435,182) | (297,614) |
Khosla | Class B Common Stock | |||
Net loss | 419,575 | (3,013,835) | (1,697,098) |
Khosla | Common Stock Subject To Possible Redemption | Class A Common Stock | |||
Net loss | $ 3,493,750 | $ (13,491,123) | $ (10,937,054) |
Weighted average shares outstanding of common stock, basic (in shares) | 41,634,412 | 26,526,318 | 32,222,812 |
Weighted average shares outstanding of common stock, diluted (in shares) | 41,634,412 | 26,526,318 | 32,222,812 |
Basic net income (loss) per share (in USD per share) | $ 0.08 | $ (0.51) | $ (0.34) |
Diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.51) | $ (0.34) |
Khosla | Non Redeemable Common Stock | Class A Common Stock | |||
Weighted average shares outstanding of common stock, basic (in shares) | 1,132,688 | 721,974 | 876,833 |
Weighted average shares outstanding of common stock, diluted (in shares) | 1,132,688 | 721,974 | 876,833 |
Basic net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) |
Diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) |
Khosla | Non Redeemable Common Stock | Class B Common Stock | |||
Weighted average shares outstanding of common stock, basic (in shares) | 5,000,000 | 5,000,000 | 5,000,000 |
Weighted average shares outstanding of common stock, diluted (in shares) | 5,000,000 | 5,000,000 | 5,000,000 |
Basic net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) |
Diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Khosla | KhoslaPrivate Placement | KhoslaPublic Shares | KhoslaClass A Common Stock | KhoslaClass B Common Stock | KhoslaCommon Stock Subject to Possible RedemptionClass A Common Stock | KhoslaCommon Stock Subject to Possible RedemptionClass A Common StockPublic Shares | KhoslaCommon StockClass A Common Stock | KhoslaCommon StockClass A Common StockPrivate Placement | KhoslaCommon StockClass B Common Stock | KhoslaAdditional Paid-in Capital | KhoslaAdditional Paid-in CapitalPrivate Placement | KhoslaAccumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 29,571,000 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ (208,740,000) | $ 2,000 | $ 27,863,000 | $ (236,499,000) | |||||||||||||
Net income (loss) | (73,281,000) | (73,281,000) | |||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 31,483,000 | ||||||||||||||||
Balance at end of period at Dec. 31, 2019 | (257,296,000) | $ 3,000 | 52,446,000 | (309,780,000) | |||||||||||||
Net income (loss) | (60,298,000) | (60,298,000) | |||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467,000 | ||||||||||||||||
Balance at end of period at Sep. 30, 2020 | (293,940,000) | $ 3,000 | 76,586,000 | (370,078,000) | |||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 31,483,000 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | (257,296,000) | $ 3,000 | 52,446,000 | (309,780,000) | |||||||||||||
Net income (loss) | (75,234,000) | (75,234,000) | |||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 33,415,000 | ||||||||||||||||
Balance at end of period at Dec. 31, 2020 | (297,856,000) | $ 3,000 | 87,952,000 | (385,014,000) | |||||||||||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 32,226,000 | ||||||||||||||||
Balance at beginning of period at Jun. 30, 2020 | (283,214,000) | $ 3,000 | 67,890,000 | (350,912,000) | |||||||||||||
Net income (loss) | (19,166,000) | (19,166,000) | |||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467,000 | ||||||||||||||||
Balance at end of period at Sep. 30, 2020 | (293,940,000) | $ 3,000 | 76,586,000 | (370,078,000) | |||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 33,415,000 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | (297,856,000) | $ 3,000 | 87,952,000 | (385,014,000) | |||||||||||||
Net income (loss) | (66,002,000) | (66,002,000) | |||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||||||
Balance at end of period at Sep. 30, 2021 | (319,163,000) | $ 3,000 | 132,371,000 | (451,016,000) | $ (25,180,010) | $ 416,354,760 | $ 113 | $ 500 | $ 0 | $ (25,180,623) | |||||||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||||||
Sale of Public Shares, net of issuance costs (in shares) | 41,634,412 | 5,000,000 | |||||||||||||||
Sale of Public Shares, net of issuance costs | 12,500 | $ 0 | $ 392,767,136 | $ 500 | 12,000 | ||||||||||||
Sale of stocks (in shares) | 1,132,688 | 1,132,688 | |||||||||||||||
Sale of stocks | 11,326,880 | $ 11,326,880 | $ 113 | $ 113 | 11,326,767 | $ 11,326,767 | |||||||||||
Accretion of Class A Common Stock to redemption value | (23,576,984) | $ 23,576,984 | (11,338,767) | (12,238,217) | |||||||||||||
Net income (loss) | (13,678,611) | (13,678,611) | |||||||||||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 41,634,412 | 1,132,688 | 5,000,000 | ||||||||||||||
Balance at end of period at Mar. 31, 2021 | (25,916,215) | $ 416,344,120 | $ 113 | $ 500 | 0 | (25,916,828) | |||||||||||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||||||
Accretion of Class A Common Stock to redemption value | 23,576,984 | ||||||||||||||||
Net income (loss) | (16,940,140) | $ (435,182) | $ (3,013,835) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||||||
Balance at end of period at Jun. 30, 2021 | (317,039,000) | $ 3,000 | 115,302,000 | (431,653,000) | (29,177,744) | $ 416,344,120 | $ 113 | $ 500 | 0 | (29,178,357) | |||||||
Balance at beginning of period (in shares) at Jan. 28, 2021 | 0 | 0 | 0 | ||||||||||||||
Balance at beginning of period at Jan. 28, 2021 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||||||
Accretion of Class A Common Stock to redemption value | 23,587,624 | 11,338,767 | 12,248,857 | ||||||||||||||
Net income (loss) | (12,931,766) | (297,614) | (1,697,098) | ||||||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||||||
Balance at end of period at Sep. 30, 2021 | (319,163,000) | $ 3,000 | 132,371,000 | (451,016,000) | (25,180,010) | $ 416,354,760 | $ 113 | $ 500 | 0 | (25,180,623) | |||||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 41,634,412 | 1,132,688 | 5,000,000 | ||||||||||||||
Balance at beginning of period at Mar. 31, 2021 | (25,916,215) | $ 416,344,120 | $ 113 | $ 500 | 0 | (25,916,828) | |||||||||||
Net income (loss) | (3,261,529) | (3,261,529) | |||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||||||
Balance at end of period at Jun. 30, 2021 | (317,039,000) | $ 3,000 | 115,302,000 | (431,653,000) | (29,177,744) | $ 416,344,120 | $ 113 | $ 500 | 0 | (29,178,357) | |||||||
Accretion of Class A Common Stock to redemption value | (10,640) | $ 10,640 | (10,640) | ||||||||||||||
Net income (loss) | (19,363,000) | (19,363,000) | 4,008,374 | $ 95,049 | $ 419,575 | 4,008,374 | |||||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362,000 | 41,634,412 | 1,132,688 | 5,000,000 | |||||||||||||
Balance at end of period at Sep. 30, 2021 | $ (319,163,000) | $ 3,000 | $ 132,371,000 | $ (451,016,000) | $ (25,180,010) | $ 416,354,760 | $ 113 | $ 500 | $ 0 | $ (25,180,623) |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) | 2 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Payments of stock issuance costs | $ 2,973,000 | $ 0 | |
Khosla | |||
Payments of stock issuance costs | $ 23,576,984 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (19,363,000) | ||
Cash flows from financing activities: | |||
Cash - end of period | 66,320,000 | $ 66,320,000 | |
Khosla | |||
Cash flows from operating activities: | |||
Net loss | 4,008,374 | $ (16,940,140) | (12,931,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Financing expenses on derivative classified instrument | 0 | 36,537,500 | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (4,313) | (10,640) | |
Change in fair value of derivative liabilities | (6,250,000) | (26,250,000) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (964,872) | ||
Accounts payable and accrued expenses | 1,844,898 | ||
Net cash used in operating activities | (1,373,962) | (1,774,880) | |
Cash flows from investing activities: | |||
Investment of cash into Trust Account | (416,344,118) | (416,344,120) | |
Net cash provided by investing activities | (416,344,118) | (416,344,120) | |
Cash flows from financing activities: | |||
Sponsor contribution for class B and K common stock | 25,000 | 25,000 | |
Advances from related party | 5,300 | 300 | |
Proceeds from sale of Private Placement Shares | 407,339,180 | 407,339,180 | |
Proceeds from sale of Public Shares, net of transaction costs paid | 11,326,880 | ||
Net cash provided by financing activities | 418,696,360 | 418,691,360 | |
Net increase in cash | 978,280 | 572,360 | |
Cash - beginning of period | 978,280 | 0 | 0 |
Cash - end of period | $ 572,360 | 978,280 | 572,360 |
Supplemental disclosure of noncash investing and financing activities: | |||
Deferred underwriting fees payable | $ 14,572,044 | $ 14,572,044 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 83,642 | $ 77,015 |
Marketable securities | 53,341 | 95,445 |
Accounts receivable, net | 21,818 | 18,936 |
Prepaid expenses and other current assets | 5,453 | 6,799 |
Restricted cash, current | 1,101 | 1,092 |
Total current assets | 165,355 | 199,287 |
Restricted cash, non-current | 0 | 5,877 |
Property and equipment, net | 5,718 | 1,659 |
Operating lease right-of-use assets | 37,776 | 3,297 |
Intangible assets, net | 6,987 | 9,064 |
Goodwill | 1,211 | 1,211 |
Other assets | 700 | 478 |
Total assets | 217,747 | 220,873 |
Current liabilities: | ||
Accounts payable | 3,354 | 3,339 |
Operating lease liabilities, current | 3,348 | 3,130 |
Liability for unvested restricted stock | 10,483 | 16,201 |
Accrued expenses | 14,998 | 8,122 |
Total current liabilities | 32,183 | 30,792 |
Long-term operating lease liabilities | 36,254 | 211 |
Total liabilities | 68,437 | 31,003 |
Commitments and contingencies | ||
Redeemable convertible preferred stock | 447,166 | 447,166 |
Stockholders' deficit: | ||
Common stock | 3 | 3 |
Additional paid-in capital | 87,952 | 52,446 |
Accumulated other comprehensive income (loss) | (797) | 35 |
Accumulated deficit | (385,014) | (309,780) |
Total stockholders' equity (deficit) | (297,856) | (257,296) |
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | $ 217,747 | $ 220,873 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||||||
Accounts receivable, allowance for credit loss | $ 382 | $ 313 | $ 283 | ||||
Redeemable convertible preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Redeemable convertible preferred stock authorized (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | ||||
Redeemable convertible preferred stock issued (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | ||||
Redeemable convertible preferred stock outstanding (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 447,890 | $ 447,890 | $ 447,890 | ||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | ||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | ||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 52,705 | $ 31,826 | $ 132,870 | $ 83,167 | $ 123,284 | $ 82,552 |
Costs and expenses: | ||||||
Cost of revenue | 7,371 | 5,346 | 20,308 | 15,177 | 21,586 | 13,740 |
Research and development | 25,461 | 18,759 | 69,612 | 50,570 | 69,231 | 42,649 |
Sales and marketing | 27,448 | 20,111 | 76,698 | 58,136 | 80,325 | 80,995 |
General and administrative | 11,505 | 7,087 | 31,793 | 20,539 | 28,793 | 20,653 |
Total costs and expenses | 71,785 | 51,303 | 198,411 | 144,422 | 199,935 | 158,037 |
Loss from operations | (19,080) | (19,477) | (65,541) | (61,255) | (76,651) | (75,485) |
Interest income | 21 | 61 | 86 | 682 | 727 | 2,452 |
Other income (expense), net | (277) | 284 | (451) | 397 | 817 | (92) |
Loss before income taxes | (19,336) | (19,132) | (65,906) | (60,176) | (75,107) | (73,125) |
Provision for income taxes | 27 | 34 | 96 | 122 | 127 | 156 |
Net loss | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustments | 175 | (261) | 279 | (458) | (796) | 0 |
Change in unrealized gain (loss) on available-for-sale marketable securities | (5) | 5 | (3) | (28) | (36) | 141 |
Total other comprehensive income (loss) | 170 | (256) | 276 | (486) | (832) | 141 |
Comprehensive loss | $ (19,193) | $ (19,422) | $ (65,726) | $ (60,784) | $ (76,066) | $ (73,140) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 52,993 | ||||
Balance at beginning of period at Dec. 31, 2018 | $ 277,362 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs (in shares) | 8,339 | ||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 169,804 | ||||
Balance at end of period (in shares) at Dec. 31, 2019 | 61,332 | ||||
Balance at end of period at Dec. 31, 2019 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 29,571 | ||||
Balance at beginning of period at Dec. 31, 2018 | (208,740) | $ 2 | $ 27,863 | $ (106) | $ (236,499) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 1,486 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 3,209 | $ 1 | 3,208 | ||
Issuance of common stock, restricted stock, and unvested common stock in connection with acquisition (in shares) | 426 | ||||
Issuance of common stock, restricted stock, and unvested common stock in connection with acquisition | 1,463 | 1,463 | |||
Vesting of early exercised stock options | 113 | 113 | |||
Vesting of restricted stock | 5,718 | 5,718 | |||
Stock-based compensation | 14,081 | 14,081 | |||
Other comprehensive income (loss) | 141 | 141 | |||
Net loss | (73,281) | (73,281) | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 31,483 | ||||
Balance at end of period at Dec. 31, 2019 | $ (257,296) | $ 3 | 52,446 | 35 | (309,780) |
Balance at end of period (in shares) at Sep. 30, 2020 | 61,332 | ||||
Balance at end of period at Sep. 30, 2020 | $ 447,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 1,253 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 3,207 | 3,207 | |||
Cancellation of restricted stock and unvested common stock issued in connection with acquisition (in shares) | (269) | ||||
Vesting of early exercised stock options | 435 | 435 | |||
Vesting of restricted stock | 4,288 | 4,288 | |||
Stock-based compensation | 16,210 | 16,210 | |||
Other comprehensive income (loss) | (486) | (486) | |||
Net loss | (60,298) | (60,298) | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467 | ||||
Balance at end of period at Sep. 30, 2020 | $ (293,940) | $ 3 | 76,586 | (451) | (370,078) |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 61,332 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 447,166 | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 61,332 | ||||
Balance at end of period at Dec. 31, 2020 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 31,483 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ (257,296) | $ 3 | 52,446 | 35 | (309,780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 2,190 | 2,190 | |||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | $ 6,367 | 6,367 | |||
Cancellation of restricted stock and unvested common stock issued in connection with acquisition (in shares) | (258) | ||||
Release of holdback stock in connection with acquisition | 291 | 291 | |||
Vesting of early exercised stock options | 522 | 522 | |||
Vesting of restricted stock | 5,718 | 5,718 | |||
Stock-based compensation | 22,608 | 22,608 | |||
Other comprehensive income (loss) | (832) | (832) | |||
Net loss | (75,234) | (75,234) | |||
Balance at end of period (in shares) at Dec. 31, 2020 | 33,415 | ||||
Balance at end of period at Dec. 31, 2020 | $ (297,856) | $ 3 | 87,952 | (797) | (385,014) |
Balance at beginning of period (in shares) at Jun. 30, 2020 | 61,332 | ||||
Balance at beginning of period at Jun. 30, 2020 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2020 | 61,332 | ||||
Balance at end of period at Sep. 30, 2020 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 32,226 | ||||
Balance at beginning of period at Jun. 30, 2020 | (283,214) | $ 3 | 67,890 | (195) | (350,912) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 241 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 1,015 | 1,015 | |||
Vesting of early exercised stock options | 89 | 89 | |||
Vesting of restricted stock | 1,429 | 1,429 | |||
Stock-based compensation | 6,163 | 6,163 | |||
Other comprehensive income (loss) | (256) | (256) | |||
Net loss | (19,166) | (19,166) | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467 | ||||
Balance at end of period at Sep. 30, 2020 | $ (293,940) | $ 3 | 76,586 | (451) | (370,078) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 61,332 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 33,415 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ (297,856) | $ 3 | 87,952 | (797) | (385,014) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 2,940 | 2,940 | |||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | $ 12,836 | 12,836 | |||
Issuance of common stock, restricted stock, and unvested common stock in connection with acquisition (in shares) | 7 | ||||
Vesting of early exercised stock options | 324 | 324 | |||
Vesting of restricted stock | 4,288 | 4,288 | |||
Stock-based compensation | 26,971 | 26,971 | |||
Other comprehensive income (loss) | 276 | 276 | |||
Net loss | (66,002) | (66,002) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | 132,371 | (521) | (451,016) |
Balance at end of period (in shares) at Jun. 30, 2021 | 61,332 | ||||
Balance at end of period at Jun. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474 | ||||
Balance at end of period at Jun. 30, 2021 | $ (317,039) | $ 3 | 115,302 | (691) | (431,653) |
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | 132,371 | (521) | (451,016) |
Balance at end of period (in shares) at Jun. 30, 2021 | 61,332 | ||||
Balance at end of period at Jun. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474 | ||||
Balance at end of period at Jun. 30, 2021 | $ (317,039) | $ 3 | 115,302 | (691) | (431,653) |
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 888 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 4,930 | 4,930 | |||
Vesting of early exercised stock options | 118 | 118 | |||
Vesting of restricted stock | 1,429 | 1,429 | |||
Stock-based compensation | 10,592 | 10,592 | |||
Other comprehensive income (loss) | 170 | 170 | |||
Net loss | (19,363) | (19,363) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | $ 132,371 | $ (521) | $ (451,016) |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $ 196 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | ||||
Net loss | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 3,202 | 2,084 | 3,058 | 2,092 |
Stock-based compensation | 26,971 | 16,210 | 22,608 | 14,081 |
Bad debt expense | 76 | 98 | 291 | 80 |
Other | 294 | 121 | 239 | (120) |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (5,042) | (202) | (3,173) | (5,156) |
Prepaid expenses and other current assets | 426 | 1,141 | 2,472 | (4,630) |
Operating lease right-of-use assets | 4,938 | 3,330 | 5,181 | 3,076 |
Other assets | 330 | (828) | (221) | 611 |
Accounts payable | 221 | 1,231 | 15 | 1,827 |
Operating lease liabilities | (4,147) | (2,973) | (4,529) | (2,423) |
Accrued expenses and other current liabilities | 5,453 | 4,807 | 7,689 | (119) |
Net cash used in operating activities | (33,280) | (35,279) | (41,604) | (63,962) |
Cash flows from investing activities: | ||||
Cash paid for acquisition, net of cash acquired | 0 | (5,185) | ||
Purchases of property and equipment | (8,089) | (3,167) | (5,023) | (517) |
Purchases of marketable securities | (40,251) | (55,720) | (77,600) | (90,636) |
Sales of marketable securities | 2,411 | 21,826 | 21,826 | 22,329 |
Maturities of marketable securities | 50,645 | 81,420 | 97,589 | 200 |
Net cash provided by investing activities | 4,716 | 44,359 | 36,792 | (73,809) |
Cash flows from financing activities: | ||||
Proceeds from issuance of Series H redeemable convertible preferred stock, net of issuance costs | 0 | 169,804 | ||
Proceeds from exercise of vested and unvested stock options, net of repurchases | 12,836 | 3,207 | 6,367 | 4,767 |
Net cash provided by financing activities | 9,863 | 3,207 | 6,367 | 174,571 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 278 | (458) | (796) | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (18,423) | 11,829 | 759 | 36,800 |
Cash, cash equivalents, and restricted cash at beginning of period | 84,743 | 83,984 | 83,984 | 47,184 |
Cash, cash equivalents, and restricted cash at end of period | 66,320 | 95,813 | 84,743 | 83,984 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||||
Cash and cash equivalents | 66,320 | 94,712 | 83,642 | 77,015 |
Restricted cash | 0 | 1,101 | 1,101 | 6,969 |
Total cash, cash equivalents, and restricted cash | 66,320 | 95,813 | 84,743 | 83,984 |
Supplemental cash flow disclosures: | ||||
Cash paid for taxes | 296 | 30 | 30 | 165 |
Non-cash investing and financing activities: | ||||
Common stock issued for an acquisition | 0 | 1,756 | ||
Vesting of restricted stock and early exercised stock options | 4,612 | 4,723 | 6,240 | 5,831 |
Lease liabilities arising from obtaining right-of-use assets | $ 34,971 | $ 40,791 | $ 40,790 | $ 984 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Current assets: | ||||||||
Cash and cash equivalents | $ 66,320 | $ 83,642 | $ 94,712 | $ 77,015 | ||||
Marketable securities | 40,239 | 53,341 | 95,445 | |||||
Accounts receivable, net | 26,784 | 21,818 | 18,936 | |||||
Prepaid expenses and other current assets | 11,746 | 5,453 | 6,799 | |||||
Restricted cash, current | 0 | 1,101 | 1,092 | |||||
Total current assets | 145,089 | 165,355 | 199,287 | |||||
Property and equipment, net | 12,294 | 5,718 | 1,659 | |||||
Operating lease right-of-use assets | 61,090 | 37,776 | 3,297 | $ 5,400 | ||||
Intangible assets, net | 5,298 | 6,987 | 9,064 | |||||
Goodwill | 1,211 | 1,211 | 1,211 | |||||
Other assets | 4,961 | 700 | 478 | |||||
Total assets | 229,943 | 217,747 | 220,873 | |||||
Current liabilities: | ||||||||
Accounts payable | 4,360 | 3,354 | 3,339 | |||||
Operating lease liabilities, current | 6,978 | 3,348 | 3,130 | 2,800 | ||||
Liability for unvested restricted stock | 6,194 | 10,483 | 16,201 | |||||
Accrued expenses | 20,960 | 14,998 | 8,122 | |||||
Total current liabilities | 38,492 | 32,183 | 30,792 | |||||
Long-term operating lease liabilities | 63,448 | 36,254 | 211 | $ 2,600 | ||||
Total liabilities | 101,940 | 68,437 | 31,003 | |||||
Commitments and contingencies | ||||||||
Redeemable convertible preferred stock | 447,166 | $ 447,166 | 447,166 | 447,166 | $ 447,166 | 447,166 | $ 277,362 | |
Stockholders' deficit: | ||||||||
Common stock | 3 | 3 | 3 | |||||
Additional paid-in capital | 132,371 | 87,952 | 52,446 | |||||
Accumulated other comprehensive income (loss) | (521) | (797) | 35 | |||||
Accumulated deficit | (451,016) | (385,014) | (309,780) | |||||
Total stockholders' equity (deficit) | (319,163) | $ (317,039) | (297,856) | $ (293,940) | $ (283,214) | (257,296) | $ (208,740) | |
Total liabilities, common stock subject to possible redemption, redeemable convertible preferred stock and stockholders’ deficit | $ 229,943 | $ 217,747 | $ 220,873 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||||||
Accounts receivable, allowance for credit loss | $ 382 | $ 313 | $ 283 | ||||
Redeemable convertible preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Redeemable convertible preferred stock authorized (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | ||||
Redeemable convertible preferred stock issued (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | ||||
Redeemable convertible preferred stock outstanding (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 447,890 | $ 447,890 | $ 447,890 | ||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | ||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | ||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 52,705 | $ 31,826 | $ 132,870 | $ 83,167 | $ 123,284 | $ 82,552 |
Costs and expenses: | ||||||
Cost of revenue | 7,371 | 5,346 | 20,308 | 15,177 | 21,586 | 13,740 |
Research and development | 25,461 | 18,759 | 69,612 | 50,570 | 69,231 | 42,649 |
Sales and marketing | 27,448 | 20,111 | 76,698 | 58,136 | 80,325 | 80,995 |
General and administrative | 11,505 | 7,087 | 31,793 | 20,539 | 28,793 | 20,653 |
Total costs and expenses | 71,785 | 51,303 | 198,411 | 144,422 | 199,935 | 158,037 |
Loss from operations | (19,080) | (19,477) | (65,541) | (61,255) | (76,651) | (75,485) |
Interest income | 21 | 61 | 86 | 682 | 727 | 2,452 |
Other income (expense), net | (277) | 284 | (451) | 397 | 817 | (92) |
Loss before income taxes | (19,336) | (19,132) | (65,906) | (60,176) | (75,107) | (73,125) |
Provision for income taxes | 27 | 34 | 96 | 122 | 127 | 156 |
Net loss | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustments | 175 | (261) | 279 | (458) | (796) | 0 |
Change in unrealized gain (loss) on available-for-sale marketable securities | (5) | 5 | (3) | (28) | (36) | 141 |
Total other comprehensive income (loss) | 170 | (256) | 276 | (486) | (832) | 141 |
Comprehensive loss | $ (19,193) | $ (19,422) | $ (65,726) | $ (60,784) | $ (76,066) | $ (73,140) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 52,993 | ||||
Balance at beginning of period at Dec. 31, 2018 | $ 277,362 | ||||
Balance at end of period (in shares) at Dec. 31, 2019 | 61,332 | ||||
Balance at end of period at Dec. 31, 2019 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 29,571 | ||||
Balance at beginning of period at Dec. 31, 2018 | (208,740) | $ 2 | $ 27,863 | $ (106) | $ (236,499) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 1,486 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 3,209 | $ 1 | 3,208 | ||
Issuance of common stock in connection with acquisition (in shares) | 426 | ||||
Vesting of early exercised stock options | 113 | 113 | |||
Vesting of restricted stock | 5,718 | 5,718 | |||
Stock-based compensation | 14,081 | 14,081 | |||
Other comprehensive income (loss) | 141 | 141 | |||
Net loss | (73,281) | (73,281) | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 31,483 | ||||
Balance at end of period at Dec. 31, 2019 | $ (257,296) | $ 3 | 52,446 | 35 | (309,780) |
Balance at end of period (in shares) at Sep. 30, 2020 | 61,332 | ||||
Balance at end of period at Sep. 30, 2020 | $ 447,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 1,253 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 3,207 | 3,207 | |||
Cancellation of restricted stock and unvested common stock issued in connection with acquisition (in shares) | (269) | ||||
Vesting of early exercised stock options | 435 | 435 | |||
Vesting of restricted stock | 4,288 | 4,288 | |||
Stock-based compensation | 16,210 | 16,210 | |||
Other comprehensive income (loss) | (486) | (486) | |||
Net loss | (60,298) | (60,298) | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467 | ||||
Balance at end of period at Sep. 30, 2020 | $ (293,940) | $ 3 | 76,586 | (451) | (370,078) |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 61,332 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 447,166 | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 61,332 | ||||
Balance at end of period at Dec. 31, 2020 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 31,483 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ (257,296) | $ 3 | 52,446 | 35 | (309,780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 2,190 | 2,190 | |||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | $ 6,367 | 6,367 | |||
Cancellation of restricted stock and unvested common stock issued in connection with acquisition (in shares) | (258) | ||||
Vesting of early exercised stock options | 522 | 522 | |||
Vesting of restricted stock | 5,718 | 5,718 | |||
Stock-based compensation | 22,608 | 22,608 | |||
Other comprehensive income (loss) | (832) | (832) | |||
Net loss | (75,234) | (75,234) | |||
Balance at end of period (in shares) at Dec. 31, 2020 | 33,415 | ||||
Balance at end of period at Dec. 31, 2020 | $ (297,856) | $ 3 | 87,952 | (797) | (385,014) |
Balance at beginning of period (in shares) at Jun. 30, 2020 | 61,332 | ||||
Balance at beginning of period at Jun. 30, 2020 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2020 | 61,332 | ||||
Balance at end of period at Sep. 30, 2020 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 32,226 | ||||
Balance at beginning of period at Jun. 30, 2020 | (283,214) | $ 3 | 67,890 | (195) | (350,912) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 241 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 1,015 | 1,015 | |||
Vesting of early exercised stock options | 89 | 89 | |||
Vesting of restricted stock | 1,429 | 1,429 | |||
Stock-based compensation | 6,163 | 6,163 | |||
Other comprehensive income (loss) | (256) | (256) | |||
Net loss | (19,166) | (19,166) | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 32,467 | ||||
Balance at end of period at Sep. 30, 2020 | $ (293,940) | $ 3 | 76,586 | (451) | (370,078) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 61,332 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 33,415 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ (297,856) | $ 3 | 87,952 | (797) | (385,014) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 2,940 | 2,940 | |||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | $ 12,836 | 12,836 | |||
Issuance of common stock in connection with acquisition (in shares) | 7 | ||||
Vesting of early exercised stock options | 324 | 324 | |||
Vesting of restricted stock | 4,288 | 4,288 | |||
Stock-based compensation | 26,971 | 26,971 | |||
Other comprehensive income (loss) | 276 | 276 | |||
Net loss | (66,002) | (66,002) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | 132,371 | (521) | (451,016) |
Balance at end of period (in shares) at Jun. 30, 2021 | 61,332 | ||||
Balance at end of period at Jun. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474 | ||||
Balance at end of period at Jun. 30, 2021 | $ (317,039) | $ 3 | 115,302 | (691) | (431,653) |
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | 132,371 | (521) | (451,016) |
Balance at end of period (in shares) at Jun. 30, 2021 | 61,332 | ||||
Balance at end of period at Jun. 30, 2021 | $ 447,166 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 35,474 | ||||
Balance at end of period at Jun. 30, 2021 | $ (317,039) | $ 3 | 115,302 | (691) | (431,653) |
Balance at end of period (in shares) at Sep. 30, 2021 | 61,332 | ||||
Balance at end of period at Sep. 30, 2021 | $ 447,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock (in shares) | 888 | ||||
Issuance of common stock upon exercise of stock options, net of repurchases of unvested common stock | 4,930 | 4,930 | |||
Vesting of early exercised stock options | 118 | 118 | |||
Vesting of restricted stock | 1,429 | 1,429 | |||
Stock-based compensation | 10,592 | 10,592 | |||
Other comprehensive income (loss) | 170 | 170 | |||
Net loss | (19,363) | (19,363) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 36,362 | ||||
Balance at end of period at Sep. 30, 2021 | $ (319,163) | $ 3 | $ 132,371 | $ (521) | $ (451,016) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | ||||
Net loss | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 3,202 | 2,084 | 3,058 | 2,092 |
Stock-based compensation | 26,971 | 16,210 | 22,608 | 14,081 |
Bad debt expense | 76 | 98 | 291 | 80 |
Other | 294 | 121 | 239 | (120) |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (5,042) | (202) | (3,173) | (5,156) |
Prepaid expenses and other current assets | 426 | 1,141 | 2,472 | (4,630) |
Operating lease right-of-use assets | 4,938 | 3,330 | 5,181 | 3,076 |
Other assets | 330 | (828) | (221) | 611 |
Accounts payable | 221 | 1,231 | 15 | 1,827 |
Operating lease liabilities | (4,147) | (2,973) | (4,529) | (2,423) |
Accrued expenses and other current liabilities | 5,453 | 4,807 | 7,689 | (119) |
Net cash used in operating activities | (33,280) | (35,279) | (41,604) | (63,962) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (8,089) | (3,167) | (5,023) | (517) |
Purchases of marketable securities | (40,251) | (55,720) | (77,600) | (90,636) |
Sales of marketable securities | 2,411 | 21,826 | 21,826 | 22,329 |
Maturities of marketable securities | 50,645 | 81,420 | 97,589 | 200 |
Net cash provided by investing activities | 4,716 | 44,359 | 36,792 | (73,809) |
Cash flows from financing activities: | ||||
Proceeds from exercise of vested and unvested stock options, net of repurchases | 12,836 | 3,207 | 6,367 | 4,767 |
Payment of deferred transaction costs | (2,973) | 0 | ||
Net cash provided by financing activities | 9,863 | 3,207 | 6,367 | 174,571 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 278 | (458) | (796) | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (18,423) | 11,829 | 759 | 36,800 |
Cash, cash equivalents, and restricted cash at beginning of period | 84,743 | 83,984 | 83,984 | 47,184 |
Cash, cash equivalents, and restricted cash at end of period | 66,320 | 95,813 | 84,743 | 83,984 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||||
Cash and cash equivalents | 66,320 | 94,712 | 83,642 | 77,015 |
Restricted cash | 0 | 1,101 | 1,101 | 6,969 |
Total cash, cash equivalents, and restricted cash | 66,320 | 95,813 | 84,743 | 83,984 |
Supplemental cash flow disclosures: | ||||
Cash paid for taxes | 296 | 30 | 30 | 165 |
Non-cash investing and financing activities: | ||||
Vesting of restricted stock and early exercised stock options | 4,612 | 4,723 | 6,240 | 5,831 |
Lease liabilities arising from obtaining right-of-use assets | 34,971 | 40,791 | $ 40,790 | $ 984 |
Unpaid deferred transaction costs | $ 1,617 | $ 0 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Going Concern | Description of Organization, Business Operations, Going Concern Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June, 30, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through June 30, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) and expenses relating to the negotiation and consummation of its proposed initial Business Combination, in each case as 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000, which is described in Note 3. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designated March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $326,880. Total gross proceeds from the sale of Private Placement Shares was $11,326,880 as of June 30, 2021. Following the closing of the Initial Public Offering on March 26, 2021, and the close of underwriters exercise of their overallotment option on March 30, 2021, an amount of 416,334,120 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 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. 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 Initial Public Offering and the Private Placements 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 Initial Public Offering (March 23, 2023) or 27 months (June 23, 2023), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by March 23, 2023 (the “Combination Period”) 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 the Combination Period, subject to applicable law. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 4) 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. The Certificate of Incorporation will provide 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 amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, 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 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 the 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 the Combination Period and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company 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, 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 $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 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 (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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. Going Concern and Liquidity As of June 30, 2021, the Company had $978,280 in its cash account, $416,350,445 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 of $1,461,803. As of June 30, 2021, $6,327 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 Initial Public Offering, 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. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of approximately $3,000,000. The Company fully repaid the note to the Sponsor in April 2021. 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 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through September 30, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) and expenses relating to the negotiation and consummation of its proposed initial Business Combination, in each case as 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Khosla Ventures SPAC Sponsor II LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designated March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $326,880. Total gross proceeds from the sale of Private Placement Shares was $11,326,880 as of March 31, 2021. Following the closing of the Initial Public Offering on March 26, 2021 and the close of underwriters exercise of their overallotment option on March 30, 2021, an amount of $416,334,120 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 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. 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 Initial Public Offering and the Private Placements 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 Initial Public Offering (March 23, 2023) or 27 months (June 23, 2023), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by March 23, 2023 (the “Combination Period”) 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 the Combination Period, subject to applicable law. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 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. The Certificate of Incorporation will provide 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 amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, 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 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 the Public Shares if the Company does not complete a Business Combination within the Combination Period 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 the Combination Period and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company 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, 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 $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 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 in 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 Tru |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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 potential differences in accounting standards used. 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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 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 $250,000. 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 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 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 potential differences in accounting standards used. 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 $572,360 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021. Marketable Securities Held in Trust Account As of September 30, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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 September 30, 2021, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through September 30, 2021, the Company recorded an accretion of $23,587,624, of which $11,338,767 was recorded in additional paid-in capital and $12,248,857 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 $250,000. As of September 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through September 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. 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. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Foreign Currency On January 1, 2020 the Company concluded that the functional currency of its foreign subsidiaries had changed from the U.S. dollar to the local currency of the economic environment in which it primarily operates. This change occurred due to changes in the Company’s operating structure and global operating model. The Company accounted for the change in functional currency prospectively. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. For the year ended December 31, 2020, translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit and unrealized foreign exchange |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments (See Note 5). Substantially concurrent with the closing of the Initial Public Offering, the Company completed the private sale of 1,100,000 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 II LLC, generating aggregate gross proceeds to the Company of $11,000,000. The underwriters exercised their option to purchase an additional 1,634,412 shares of Class A common stock from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 shares of Class A common stock in connection with its Initial Public Offering. Subsequent to the Initial Public Offering, an additional $16,344,118 was placed in the Trust Account, comprised of proceeds from the sale of additional Class A common stock pursuant to the exercise of the underwriters’ over-allotment option, which settled on March 30, 2021. Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Promissory Note – Related Parties On February 8, 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 payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at June 30, 2021 was $5,300. Founder Shares On January 29, 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 March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Common Stock The Class B common stock 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 common stock will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. 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 $20.00, $25.00 and $30.00 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 common stock and Class K Founder Shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock were entitled to vote on the appointment of directors. 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. Working Capital Loan 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 would 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 1,100,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $326,880. The total proceeds from the sale of Private Placement Shares is $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares 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 1,000,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, 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 1,000,000 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. Promissory Note – Related Parties On February 8, 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 payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at September 30, 2021 was $300. Founder Shares On January 29, 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 March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Common Stock The Class B common stock 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 common stock will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial Business Combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. 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 $20.00, $25.00 and $30.00 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 common stock and Class K Founder Shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and (y) any Private Placement Shares. Prior to our initial Business Combination, only holders of shares of our Class B common stock were entitled to vote on the appointment of directors. 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. Working Capital Loan 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 would 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 1,100,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $326,880. The total proceeds from the sale of Private Placement Shares is $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares 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 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Commitments As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of December 31, 2020 and 2019. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the years ended December 31, 2020 and 2019 the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of December 31, 2020 and 2019. Commitments As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its condensed consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of September 30, 2021 and December 31, 2020. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the nine months ended September 30, 2021 and 2020, the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of June 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2021, there were 1,132,688 shares of Class A common stock issued and outstanding, excluding 41,634,412 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. As of June 30, 2021, 5,000,000 Class B common stock were issued and outstanding. 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. Preferred Stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of September 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 1,132,688 shares of Class A common stock issued and outstanding, excluding 41,634,412 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2021, 5,000,000 Class B common stock were issued and outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 Class K Founder common stock Class K common stock was accounted for as a liability in accordance with ASC Topic 815 and presented as 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, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K common stock 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 common stock. 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 common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 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 Shares Derivative Liability Fair value, January 29, 2021 (inception) $ 36,550,000 Change in fair value of Class K Founder Shares liability (22,950,000) Fair value, March 31, 2021 (unaudited) 13,600,000 Change in fair value of Class K Founder Shares liability 2,950,000 Fair value, June 30, 2021 (audited) $ 16,550,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended June 30, 2021, and the period from January 29, 2021 (inception) through June 30, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,354,760 Liabilities: Derivative liability – Class K Founder Shares 3 $ 10,300,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liability on the accompanying September 30, 2021, balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, 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 derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of September 30, 2021: Class K Founder Shares Initial measurement on January 29, 2021 $ 36,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (22,950,000) Fair Value, March 31, 2021 (unaudited) $ 13,600,000 Change in fair value of Class K Founder Shares Derivative Liabilities 2,950,000 Fair Value, June 30, 2021 (audited) $ 16,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (6,250,000) Fair Value, September 30, 2021 (unaudited) $ 10,300,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended September 30, 2021, and the period from January 29, 2021 (inception) through September 30, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the periods presented. Assets and Liabilities Measured at Fair Value on a Recurring Basis |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the following. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). On July 6, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have independently subscribed for an aggregate of 27 million shares of Class A common stock for an aggregate purchase price equal to $270 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the consummation of the transactions contemplated by the Merger Agreement. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 1, 2021, Khosla Ventures Acquisition Co. II (“KVSB”) entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2021, among KVSB, Nextdoor, Inc., a Delaware corporation (“Nextdoor”) and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of KVSB. Pursuant to the Amendment, in addition to KVSB stockholder approval of the amendment and restatement of the certificate of incorporation of KVSB (the “Proposed Charter”) pursuant to the governing documents of KVSB and applicable law, the parties agreed to a mutual closing condition that the Proposed Charter will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the shares of KVSB’s Class A common stock, par value $0.0001 per share (“KVSB Class A Common Stock”), then outstanding and entitled to vote thereon at the Acquiror Stockholders’ Meeting, voting separately as a single series. The Amendment provides that such condition may not be waived by the parties. The form of Proposed Charter is attached as Annex C to the registration statement on Form S-4 that KVSB filed with the SEC on July 20, 2021. The transaction is expected to close on November 5, 2021. The Company has performed an evaluation of subsequent events through July 2, 2021, the date these consolidated financial statements were available to be issued. In May 2021, the Company entered into an agreement with a service provider under which the Company will purchase cloud computing and other services from June 2021 to May 2024. The total purchase commitment is $57.0 million. Between April 1, 2021 and July 2, 2021, the Company granted stock options for 1,419,375 shares of common stock with a weighted average exercise price of $18.80 per share under the 2018 Plan. The Company will recognize approximately $15.2 million of stock-based compensation expense related to these stock options over four years. Between April 1, 2021 and July 2, 2021, the Company granted restricted stock units (RSUs) for 62,844 shares of common stock with an aggregate grant date fair value of $1.3 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. Events Subsequent to Original Available to be Issued date of Consolidated Financial Statements (unaudited) On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the Closing on November 5, 2021, KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Going Concern | Description of Organization, Business Operations, Going Concern Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June, 30, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through June 30, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) and expenses relating to the negotiation and consummation of its proposed initial Business Combination, in each case as 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000, which is described in Note 3. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designated March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $326,880. Total gross proceeds from the sale of Private Placement Shares was $11,326,880 as of June 30, 2021. Following the closing of the Initial Public Offering on March 26, 2021, and the close of underwriters exercise of their overallotment option on March 30, 2021, an amount of 416,334,120 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 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. 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 Initial Public Offering and the Private Placements 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 Initial Public Offering (March 23, 2023) or 27 months (June 23, 2023), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by March 23, 2023 (the “Combination Period”) 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 the Combination Period, subject to applicable law. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 4) 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. The Certificate of Incorporation will provide 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 amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, 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 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 the 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 the Combination Period and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company 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, 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 $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 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 (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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. Going Concern and Liquidity As of June 30, 2021, the Company had $978,280 in its cash account, $416,350,445 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 of $1,461,803. As of June 30, 2021, $6,327 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 Initial Public Offering, 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. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of approximately $3,000,000. The Company fully repaid the note to the Sponsor in April 2021. 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 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Khosla Ventures Acquisition Co. II (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through September 30, 2021 relates to the Company’s formation and Initial Public Offering (the “Initial Public Offering”) and expenses relating to the negotiation and consummation of its proposed initial Business Combination, in each case as 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Khosla Ventures SPAC Sponsor II LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. On March 26, 2021, the Company consummated its Initial Public Offering of 40,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $400,000,000. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. The Underwriters designated March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $326,880. Total gross proceeds from the sale of Private Placement Shares was $11,326,880 as of March 31, 2021. Following the closing of the Initial Public Offering on March 26, 2021 and the close of underwriters exercise of their overallotment option on March 30, 2021, an amount of $416,334,120 ($10 per Public Share) of the proceeds from the Initial Public Offering, including $14,572,044 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. 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 Initial Public Offering and the Private Placements 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 Initial Public Offering (March 23, 2023) or 27 months (June 23, 2023), if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by March 23, 2023 (the “Combination Period”) 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 the Combination Period, subject to applicable law. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post- transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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 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. The Certificate of Incorporation will provide 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 amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, 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 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 the Public Shares if the Company does not complete a Business Combination within the Combination Period 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 the Combination Period and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company 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, 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 $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 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 in 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 Tru |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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 potential differences in accounting standards used. 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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 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 $250,000. 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 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 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 potential differences in accounting standards used. 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 $572,360 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021. Marketable Securities Held in Trust Account As of September 30, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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 September 30, 2021, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through September 30, 2021, the Company recorded an accretion of $23,587,624, of which $11,338,767 was recorded in additional paid-in capital and $12,248,857 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 $250,000. As of September 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through September 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. 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. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Foreign Currency On January 1, 2020 the Company concluded that the functional currency of its foreign subsidiaries had changed from the U.S. dollar to the local currency of the economic environment in which it primarily operates. This change occurred due to changes in the Company’s operating structure and global operating model. The Company accounted for the change in functional currency prospectively. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. For the year ended December 31, 2020, translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit and unrealized foreign exchange |
Initial Public Offering_2
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments (See Note 5). Substantially concurrent with the closing of the Initial Public Offering, the Company completed the private sale of 1,100,000 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 II LLC, generating aggregate gross proceeds to the Company of $11,000,000. The underwriters exercised their option to purchase an additional 1,634,412 shares of Class A common stock from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 shares of Class A common stock in connection with its Initial Public Offering. Subsequent to the Initial Public Offering, an additional $16,344,118 was placed in the Trust Account, comprised of proceeds from the sale of additional Class A common stock pursuant to the exercise of the underwriters’ over-allotment option, which settled on March 30, 2021. Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares at a purchase price of $10.00 per Public Share, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Promissory Note – Related Parties On February 8, 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 payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at June 30, 2021 was $5,300. Founder Shares On January 29, 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 March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Common Stock The Class B common stock 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 common stock will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. 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 $20.00, $25.00 and $30.00 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 common stock and Class K Founder Shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and (y) any Private Placement Shares. Prior to our initial business combination, only holders of shares of our Class B common stock were entitled to vote on the appointment of directors. 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. Working Capital Loan 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 would 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 1,100,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $326,880. The total proceeds from the sale of Private Placement Shares is $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares 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 1,000,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, 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 1,000,000 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. Promissory Note – Related Parties On February 8, 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 payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note at September 30, 2021 was $300. Founder Shares On January 29, 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 March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Common Stock The Class B common stock 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 common stock will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination, (y) any shares of Class A common stock issuable upon conversion of the Class K Founder Shares and (z) any Private Placement Shares. Prior to our initial Business Combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors. 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 $20.00, $25.00 and $30.00 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 common stock and Class K Founder Shares) will equal, in the aggregate on an as-converted basis, 30% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B common stock and Class K Founder Shares plus (iii) unless waived, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and (y) any Private Placement Shares. Prior to our initial Business Combination, only holders of shares of our Class B common stock were entitled to vote on the appointment of directors. 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. Working Capital Loan 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 would 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 1,100,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $11,000,000. In connection with the underwriters’ partial exercise of their over-allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 32,688 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $326,880. The total proceeds from the sale of Private Placement Shares is $11,326,880. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares 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 |
Commitments & Contingencies_2
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Commitments As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of December 31, 2020 and 2019. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the years ended December 31, 2020 and 2019 the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of December 31, 2020 and 2019. Commitments As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its condensed consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of September 30, 2021 and December 31, 2020. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the nine months ended September 30, 2021 and 2020, the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020. |
Stockholders' Deficit_2
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of June 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2021, there were 1,132,688 shares of Class A common stock issued and outstanding, excluding 41,634,412 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. As of June 30, 2021, 5,000,000 Class B common stock were issued and outstanding. 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. Preferred Stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of September 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 1,132,688 shares of Class A common stock issued and outstanding, excluding 41,634,412 shares of Class A common stock subject to possible redemption. Class B Common Stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2021, 5,000,000 Class B common stock were issued and outstanding. |
Fair Value Measurements_2
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 Class K Founder common stock Class K common stock was accounted for as a liability in accordance with ASC Topic 815 and presented as 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, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K common stock 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 common stock. 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 common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 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 Shares Derivative Liability Fair value, January 29, 2021 (inception) $ 36,550,000 Change in fair value of Class K Founder Shares liability (22,950,000) Fair value, March 31, 2021 (unaudited) 13,600,000 Change in fair value of Class K Founder Shares liability 2,950,000 Fair value, June 30, 2021 (audited) $ 16,550,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended June 30, 2021, and the period from January 29, 2021 (inception) through June 30, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,354,760 Liabilities: Derivative liability – Class K Founder Shares 3 $ 10,300,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liability on the accompanying September 30, 2021, balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, 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 derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of September 30, 2021: Class K Founder Shares Initial measurement on January 29, 2021 $ 36,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (22,950,000) Fair Value, March 31, 2021 (unaudited) $ 13,600,000 Change in fair value of Class K Founder Shares Derivative Liabilities 2,950,000 Fair Value, June 30, 2021 (audited) $ 16,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (6,250,000) Fair Value, September 30, 2021 (unaudited) $ 10,300,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended September 30, 2021, and the period from January 29, 2021 (inception) through September 30, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the periods presented. Assets and Liabilities Measured at Fair Value on a Recurring Basis |
Subsequent Events_2
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the following. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). On July 6, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have independently subscribed for an aggregate of 27 million shares of Class A common stock for an aggregate purchase price equal to $270 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the consummation of the transactions contemplated by the Merger Agreement. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 1, 2021, Khosla Ventures Acquisition Co. II (“KVSB”) entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2021, among KVSB, Nextdoor, Inc., a Delaware corporation (“Nextdoor”) and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of KVSB. Pursuant to the Amendment, in addition to KVSB stockholder approval of the amendment and restatement of the certificate of incorporation of KVSB (the “Proposed Charter”) pursuant to the governing documents of KVSB and applicable law, the parties agreed to a mutual closing condition that the Proposed Charter will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the shares of KVSB’s Class A common stock, par value $0.0001 per share (“KVSB Class A Common Stock”), then outstanding and entitled to vote thereon at the Acquiror Stockholders’ Meeting, voting separately as a single series. The Amendment provides that such condition may not be waived by the parties. The form of Proposed Charter is attached as Annex C to the registration statement on Form S-4 that KVSB filed with the SEC on July 20, 2021. The transaction is expected to close on November 5, 2021. The Company has performed an evaluation of subsequent events through July 2, 2021, the date these consolidated financial statements were available to be issued. In May 2021, the Company entered into an agreement with a service provider under which the Company will purchase cloud computing and other services from June 2021 to May 2024. The total purchase commitment is $57.0 million. Between April 1, 2021 and July 2, 2021, the Company granted stock options for 1,419,375 shares of common stock with a weighted average exercise price of $18.80 per share under the 2018 Plan. The Company will recognize approximately $15.2 million of stock-based compensation expense related to these stock options over four years. Between April 1, 2021 and July 2, 2021, the Company granted restricted stock units (RSUs) for 62,844 shares of common stock with an aggregate grant date fair value of $1.3 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. Events Subsequent to Original Available to be Issued date of Consolidated Financial Statements (unaudited) On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the Closing on November 5, 2021, KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessNextdoor, Inc. (“Nextdoor” or the “Company”), was incorporated in Delaware in 2007 and is headquartered in San Francisco, California. Nextdoor’s purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. That purpose enables the Company’s mission to be the neighborhood hub for trusted connections and the exchange of helpful information, goods, and services. The Company changed its name in March 2019 to Nextdoor, Inc. from Nextdoor.com, Inc.Description of Business Nextdoor, Inc. (“Nextdoor” or the “Company”), was incorporated in Delaware in 2007 and is headquartered in San Francisco, California. Nextdoor’s purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. That purpose enables the Company’s mission to be the neighborhood hub for trusted connections and the exchange of helpful information, goods, and services. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. Upon the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. See Note 13—Subsequent Events. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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 potential differences in accounting standards used. 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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 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 $250,000. 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 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 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 potential differences in accounting standards used. 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 $572,360 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021. Marketable Securities Held in Trust Account As of September 30, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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 September 30, 2021, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through September 30, 2021, the Company recorded an accretion of $23,587,624, of which $11,338,767 was recorded in additional paid-in capital and $12,248,857 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 $250,000. As of September 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through September 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. 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. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Foreign Currency On January 1, 2020 the Company concluded that the functional currency of its foreign subsidiaries had changed from the U.S. dollar to the local currency of the economic environment in which it primarily operates. This change occurred due to changes in the Company’s operating structure and global operating model. The Company accounted for the change in functional currency prospectively. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. For the year ended December 31, 2020, translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit and unrealized foreign exchange |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Pixel Labs, Inc. Business Combination On August 22, 2019 the Company executed a merger agreement to acquire the assets and liabilities of Pixel Labs, Inc. (“Pixel Labs”). The acquisition closed on August 27, 2019. Pixel Labs is a media technology company. The Company acquired Pixel Labs primarily for its ability to power hyperlocal content creation using machine learning and data science. The acquisition date fair value of the aggregate purchase consideration was $7.6 million, of which $5.2 million was paid in cash, $1.5 million was comprised of 165,152 shares of common stock, and a time-based cash and share holdback of $0.7 million and $0.2 million, respectively, to be paid at a future date. The cash and share holdback of $0.9 million was included within accrued expenses and other current liabilities as of December 31, 2019. In November 2020 final settlement of the holdback was completed. At closing, certain Pixel Labs stockholders had not completed administrative forms that were required for the Company’s common stock to be legally issued. There were 501,631 shares legally issuable related to the acquisition of which the Company issued 426,316 shares during the year ended December 31, 2019 related to the acquisition. Of the total 426,316 shares issued, 304,992 shares were related to Founder Shares (granted to the founder of Pixel Labs), which were not included within the purchase consideration as they were considered payment for a post-combination expense and were accounted for as post-combination compensation cost. The Company included the total fair value of the consideration for the 165,152 shares legally issued and legally issuable within additional-paid- in capital and common stock as of December 31, 2019. During the year ended December 31, 2020 an additional 9,552 shares were issued as a result of the administrative forms being completed. In April 2020 the founder of Pixel Labs departed, and therefore the unvested Founder Shares were cancelled as Founder Shares were contingent upon continued employment. The acquisition was accounted for as a business combination, and the total purchase price was allocated to the net tangible and intangible assets and liabilities acquired based on their respective fair values on the acquisition date and the excess was recorded as goodwill. Pixel Labs’ historical financial results did not have a material impact on the Company’s consolidated financial statements and therefore pro forma disclosures have not been presented. The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value on the date of acquisition as follows (in thousands): Cash and cash equivalents $ 20 Accounts receivable 64 Prepaid expenses and other current assets 87 Capitalized internal-use software costs (recorded in property and equipment) 897 Goodwill 1,211 Intangible assets, net 5,630 Accrued expenses and other current liabilities (286) Total purchase consideration $ 7,623 Intangible assets acquired included developed technology with an estimated useful life of 5 years and customer relationships and trade names with estimated useful lives of 2 years. The fair value assigned to the developed technology was determined primarily using the replacement cost approach, which estimates the cost to reproduce the asset. The Company will amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful lives. Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce of Pixel Labs. In addition, goodwill represents the future benefits as a result of the acquisition that will enhance the Company’s product available to both new and existing customers and increase the Company’s competitive position. The goodwill is not deductible for tax purposes. The Company incurred acquisition-related expenses of $0.6 million which were recorded in general and administrative expenses in the consolidated statements of operations. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities The amortized costs, unrealized gains and losses, and estimated fair values of the Company’s cash equivalents and marketable securities were as follows (in thousands): As of December 31, 2020 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper 27,473 — — 27,473 Corporate securities 6,940 — (2) 6,938 U.S. Treasury securities 16,157 1 — 16,158 Asset-backed securities 2,772 — — 2,772 Total marketable securities 53,342 1 (2) 53,341 Total $ 81,713 $ 1 $ (2) $ 81,712 As of December 31, 2019 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit 4,586 — — 4,586 Commercial paper 18,128 — — 18,128 Corporate securities 11,176 2 — 11,178 U.S. Treasury securities 51,317 28 — 51,345 Asset-backed securities 10,203 5 — 10,208 Total marketable securities 95,410 35 — 95,445 Total $ 99,500 $ 35 $ — $ 99,535 All marketable securities are designated as available-for-sale securities as of December 31, 2020 and 2019. The following tables present the contractual maturities of the Company’s marketable securities (in thousands): As of December 31, 2020 Amortized Cost Estimated Fair Value Due within one year $ 53,342 $ 53,341 As of December 31, 2019 Amortized Cost Estimated Fair Value Due within one year $ 95,410 $ 95,445 |
Fair Value Measurements_2_3
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 Class K Founder common stock Class K common stock was accounted for as a liability in accordance with ASC Topic 815 and presented as 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, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K common stock 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 common stock. 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 common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 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 Shares Derivative Liability Fair value, January 29, 2021 (inception) $ 36,550,000 Change in fair value of Class K Founder Shares liability (22,950,000) Fair value, March 31, 2021 (unaudited) 13,600,000 Change in fair value of Class K Founder Shares liability 2,950,000 Fair value, June 30, 2021 (audited) $ 16,550,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended June 30, 2021, and the period from January 29, 2021 (inception) through June 30, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,354,760 Liabilities: Derivative liability – Class K Founder Shares 3 $ 10,300,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liability on the accompanying September 30, 2021, balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, 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 derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of September 30, 2021: Class K Founder Shares Initial measurement on January 29, 2021 $ 36,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (22,950,000) Fair Value, March 31, 2021 (unaudited) $ 13,600,000 Change in fair value of Class K Founder Shares Derivative Liabilities 2,950,000 Fair Value, June 30, 2021 (audited) $ 16,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (6,250,000) Fair Value, September 30, 2021 (unaudited) $ 10,300,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended September 30, 2021, and the period from January 29, 2021 (inception) through September 30, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the periods presented. Assets and Liabilities Measured at Fair Value on a Recurring Basis |
Other Balance Sheet Components
Other Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 2,002 $ 1,193 Furniture and fixtures 1,174 122 Capitalized internal-use software 1,842 1,530 Leasehold improvements 2,850 — Property and equipment, gross 7,868 2,845 Less: accumulated depreciation and amortization (2,150) (1,186) Property and equipment, net $ 5,718 $ 1,659 Depreciation and amortization expense was $1.0 million and $0.5 million, for the years ended December 31, 2020 and 2019, respectively. Intangible Assets, net The Company’s intangible assets consist of customer relationships, developed technology and trade names arising from acquisitions. Intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (3,451) $ 3,617 3.0 Developed technology 4,600 (1,230) 3,370 3.7 Total intangible assets, net $ 11,668 $ (4,681) $ 6,987 3.3 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (2,167) $ 4,901 4.0 Developed technology 4,600 (460) 4,140 4.7 Trade name 30 (7) 23 1.7 Total intangible assets, net $ 11,698 $ (2,634) $ 9,064 3.6 Amortization expense related to intangible assets was $2.1 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. In the year ended December 31, 2020, the trade name was sold. Expected future amortization expense for intangible assets as of December 31, 2020 was as follows (in thousands): Years Ending December 31, Amount 2021 $ 2,173 2022 1,785 2023 1,785 2024 1,008 2025 236 Thereafter — Total $ 6,987 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation $ 6,888 $ 2,044 Liability for early exercise of unvested stock options 1,133 1,658 Accrued purchase consideration for acquisition — 975 Taxes payable 516 376 Deferred revenue 2,585 652 Other accrued and current liabilities 3,876 2,417 Accrued expenses and other current liabilities $ 14,998 $ 8,122 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Computer equipment and software $ 2,957 $ 2,002 Furniture and fixtures 2,170 1,174 Capitalized internal-use software 1,842 1,842 Leasehold improvements 8,942 2,850 Property and equipment, gross 15,911 7,868 Less: accumulated depreciation and amortization (3,617) (2,150) Property and equipment, net $ 12,294 $ 5,718 Depreciation and amortization expense was $0.5 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.5 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Accrued compensation $ 6,372 $ 6,888 Liability for early exercise of unvested stock options 808 1,133 Taxes payable 597 516 Deferred revenue 4,568 2,585 Other accrued and current liabilities 8,615 3,876 Accrued expenses and other current liabilities $ 20,960 $ 14,998 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable office facility leases in various locations with original lease periods expiring between 2020 and 2029, with its primary office location in San Francisco, California. The Company entered into a lease consisting of multiple floors for its new San Francisco headquarters in 2019, with a lease term through 2029. The first portion of the lease commenced in June 2020, and the second and final portion of the lease commenced in January 2021. The facility lease agreements generally provide for escalating rental payments. The Company's lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows (in thousands): Years Ended December 31, 2020 2019 Operating lease cost $ 6,278 $ 3,185 Short-term lease cost 495 157 Variable lease cost 452 636 Total $ 7,225 $ 3,978 Other information related to the Company’s operating leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,624 $ 149 ROU assets obtained in exchange for lease obligations: Operating leases $ 39,664 $ 984 Lease terms and discount rates for operating leases were as follows: As of December 31, 2020 2019 Weighted average remaining lease term (years) 8.2 1.0 Weighted average discount rate 5.3 % 3.5 % As of December 31, 2020, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 $ 5,321 2022 5,439 2023 5,602 2024 5,770 2025 5,943 Thereafter 21,118 Total lease payments 49,193 Less: imputed interest (9,591) Present value of lease liabilities 39,602 Less: current operating lease liabilities (3,348) Long-term operating lease liabilities $ 36,254 The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 2,469 $ 2,565 $ 7,376 $ 4,261 Short-term lease cost 108 56 253 360 Variable lease cost 118 84 248 376 Total $ 2,695 $ 2,705 $ 7,877 $ 4,997 Other information related to the Company’s operating leases was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,474 $ 2,003 $ 6,585 $ 3,720 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ — $ 28,252 $ 39,664 Lease terms and discount rates for operating leases were as follows: As of September 30, As of December 31, 2021 2020 Weighted average remaining lease term (years) 7.6 8.2 Weighted average discount rate 4.5 % 5.3 % As of September 30, 2021, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 (remaining three months) $ 2,474 2022 10,045 2023 10,347 2024 10,657 2025 10,977 Thereafter 39,003 Total lease payments 83,503 Less: imputed interest (13,077) Present value of lease liabilities 70,426 Less: current operating lease liabilities (6,978) Long-term operating lease liabilities $ 63,448 The table above does not include lease payments that were not fixed at commencement or lease modification. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Commitments As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of December 31, 2020 and 2019. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the years ended December 31, 2020 and 2019 the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of December 31, 2020 and 2019. Commitments As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its condensed consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of September 30, 2021 and December 31, 2020. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the nine months ended September 30, 2021 and 2020, the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockDuring the year ended December 31, 2019, the Company issued 8,339,262 shares of Series H redeemable convertible preferred stock for gross cash proceeds of $170.0 million, less issuance costs of $0.2 million. All Series H redeemable convertible preferred stock was issued at a purchase price of $20.3855 per share. The Company’s redeemable convertible preferred stock as of December 31, 2020 and 2019 consisted of the following (in thousands, except for per share data): Redeemable Convertible Preferred Stock Authorized Redeemable Convertible Preferred Stock Issued and Outstanding Issuance Price Per Share Carrying Value Aggregate Liquidation Preference Series A 10,100 10,100 $ 0.50 $ 4,999 $ 5,050 Series B 11,477 11,477 0.63 7,178 7,225 Series C 7,274 7,274 2.57 18,587 18,658 Series D 6,795 6,795 3.19 21,592 21,668 Series E 6,784 6,784 8.84 59,930 59,996 Series F 7,605 7,605 14.50 110,211 110,293 Series G 2,958 2,958 18.59 54,865 55,000 Series H 8,339 8,339 20.39 169,804 170,000 61,332 61,332 $ 447,166 $ 447,890 The holders of redeemable convertible preferred stock have various rights and preferences, as follows: Contingent Redemption Rights - The holders of redeemable convertible preferred stock have no voluntary rights to redeem shares. A merger or consolidation of the Company into another entity, a liquidation or winding up of the Company, a greater than 50% change in control, or a sale of substantially all of its assets would constitute a redemption event. Although the redeemable convertible preferred stock is not mandatorily or currently redeemable, a liquidation or winding up of the Company would constitute a redemption event outside its control. Therefore, all shares of redeemable convertible preferred stock have been presented outside of permanent equity on the consolidated balance sheets. The carrying values of redeemable convertible preferred stock have not been accreted to their redemption values as redemption events are not considered probable of occurrence. Voting Rights — The holder of each share of redeemable convertible preferred stock has the right to one vote for each share of common stock into which such holder’s share of redeemable convertible preferred stock could then be converted with the full voting rights and powers equal to the voting rights and powers of the holders of the common stock. Dividends — The holders of Series A, B, C, D, E, F, G, and H redeemable convertible preferred stock shall be entitled to receive non-cumulative dividends of $0.04, $0.05035, $0.2052, $0.2551, $0.7075, $1.16020, $1.4875, and $1.6308 per share, respectively, if and when declared by the Board of Directors out of funds available in preference and priority to any payment of dividends to common stockholders. After payment of such dividends, any additional dividends are distributed among the holders of redeemable convertible preferred stock and common stock pro rata on an if-converted basis. As of December 31, 2020, the Company had declared no dividends to date. Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series A, B, C, D, E, F, G, and H redeemable convertible preferred stock, prior to preference to any distribution to the holders of common stock, are entitled to be paid a per share liquidation preference of $0.50, $0.62955, $2.565, $3.1888, $8.8437, $14.5027, $18.5936, and $20.3855, respectively. A sale of substantially all of the Company’s assets or a change in control is treated as a deemed liquidation. After full payment to the holders of the redeemable convertible preferred stock of their respective liquidation preference, the remaining assets of the Company legally available for distribution to stockholders shall be distributed on a pro-rata basis to the holders of common stock. Conversion Rights – Each share of redeemable convertible preferred stock shall be convertible at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Company or any transfer agent for such stock, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issuance price for such series by the applicable conversion price. As of December |
Common Stock and Stockholders'
Common Stock and Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Stockholders' Deficit | Common Stock and Stockholders’ Deficit Common Stock The Company was authorized to issue 121,000,000 shares of common stock as of December 31, 2020 and 2019. Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 15,125 13,596 Shares reserved for future award issuances 4,044 7,763 Total 80,501 82,691 Common Stock Subject to Repurchase Certain stock option grant agreements permit exercise prior to vesting. Upon termination of service of an employee, the Company has the right to repurchase any unvested, but issued, common stock at the original purchase price. The consideration received for an exercise of an option is accounted for as a deposit of the exercise price and is recorded as a liability. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholder’s deficit. As of December 31, 2020 and 2019, the Company had $1.1 million and $1.7 million recorded in accrued expenses and other current liabilities related to 223,136 and 324,500 unvested shares of common stock subject to repurchase, respectively. Restricted Stock Subject to Repurchase In 2018, an executive of the Company purchased 4,961,279 shares of restricted stock, subject to time-based service requirements, which vest over a forty-eight month period. The shares issued upon the purchase of restricted stock are considered to be legally issued and outstanding on the date of purchase and the executive has full voting rights. Upon termination of service, the Company may repurchase unvested shares acquired at a price equal to the price per share paid upon the exercise. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholder’s deficit. As of December 31, 2020, the Company had $10.5 million recorded in deposits related to 2,273,919 unvested shares of common stock subject to repurchase. As of December 31, 2019, the Company had $16.2 million recorded in deposits related to 3,514,239 unvested shares of common stock subject to repurchase. For the years ended December 31, 2020 and 2019, the Company recorded stock-based compensation expense of $4.6 million and $4.6 million, respectively, related to this restricted stock. 2008 Stock Option Plan In 2018, the 2008 Stock Option Plan (“the Plan”) was terminated, and the Company’s Board of Directors approved the adoption of the 2018 Equity Incentive Plan (“the 2018 Plan”), which includes both incentive and non-statutory stock options. As of December 31, 2020 and 2019, the Company had reserved 4,043,637 shares and 7,762,602 shares, respectively, of its common stock under the Plan for future issuance. The Company may grant shares of common stock to employees, directors, and service providers at prices not less than the fair market value at date of grant for incentive stock options and not less than 85% of fair market value for non-qualified stock options. Options granted to a person who, at the time of the grant, owns more than 10% of the voting power of all classes of stock shall be at no less than 110% of the fair market value and expire five years from the date of grant. All other options generally have a contractual term of ten years. Options generally vest over four years. A summary of the Company’s stock option activity under the Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2019 13,596 $ 4.47 7.8 $ 39,266 Options granted 5,609 $ 7.37 Options exercised (2,190) $ 2.91 Options forfeited or expired (1,890) $ 6.04 Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options vested and exercisable at December 31, 2020 6,274 $ 3.89 6.0 $ 22,405 The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. The weighted average grant date fair value of options granted was $7.44 per share and $6.71 per share during the years ended December 31, 2020 and 2019, respectively. The total number of shares vested during the years ended December 31, 2020 and 2019 was 4,189,825 and 2,960,091, respectively. The weighted average grant-date fair value of options vested was $5.08 per share and $3.70 per share during the years ended December 31, 2020 and 2019, respectively. The intrinsic value of the options exercised was $9.8 million and $4.4 million for the years ended December 31, 2020 and 2019, respectively. The Company did not issue any grants to non-employees during the years ended December 31, 2020 and 2019. Valuation Assumptions The Company’s use of the Black-Scholes option-pricing model to estimate the fair value of stock options granted requires the input of highly subjective assumptions. These assumptions were estimated as follows: Fair value of the underlying common stock – Because the Company’s common stock is not yet publicly traded, the Company must estimate the fair value of common stock. The Board of Directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock including, but not limited to: (i) the results of contemporaneous third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering, merger, or acquisition of the Company, given prevailing market conditions; (vii) transactions involving the Company’s shares; (viii) the history and nature of its business, industry trends and competitive environment; and (iv) general economic outlook. Expected volatility – Expected volatility is a measure of the amount by which the stock price is expected to fluctuate, Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. Expected term – The Company determines the expected term based on the average period the stock options are expected to remain outstanding using the simplified method, calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Risk-free rate – The Company uses the U.S. Treasury yield for its risk-free interest rate that corresponds with the expected term. Expected dividend yield – The Company utilizes a dividend yield of zero, as it does not currently issue dividends and does not expect to in the future. The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Years Ended December 31, 2020 2019 Expected volatility 48.8% -53.4% 48.0% -50.8% Expected term (years) 6.0 6.0 Risk-free interest rate 0.6% 1.9% Expected dividend yield — — Fair value of common stock per share $12.06 - $13.11 $7.75 - $12.40 Stock-Based Compensation The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2020 2019 Cost of revenue $ 905 $ 482 Research and development 10,235 4,615 Sales and marketing 3,403 2,160 General and administrative 8,065 6,824 Total $ 22,608 $ 14,081 As of December 31, 2020, there was $65.2 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.6 years. Common Stock The Company was authorized to issue 126,700,000 shares of common stock as of September 30, 2021 and 121,000,000 shares of common stock as of December 31, 2020. Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of September 30, As of December 31, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 19,511 15,125 Unvested restricted stock units (RSUs) 209 — Shares reserved for future award issuances 2,266 4,044 Total 83,318 80,501 Common Stock Subject to Repurchase Certain stock option grant agreements permit exercise prior to vesting. Upon termination of service of an employee, the Company has the right to repurchase any unvested, but issued, common stock at the original purchase price. The consideration received for an exercise of an option is accounted for as a deposit of the exercise price and is recorded as a liability. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholders’ deficit. As of September 30, 2021 and December 31, 2020, the Company had $0.8 million and $1.1 million recorded in accrued expenses and other current liabilities related to 159,167 and 223,136 unvested shares of common stock subject to repurchase, respectively. Restricted Stock Subject to Repurchase In 2018, an executive of the Company purchased 4,961,279 shares of restricted stock, subject to time-based service requirements, which vest over a forty-eight month period. The shares issued upon the purchase of restricted stock are considered to be legally issued and outstanding on the date of purchase and the executive has full voting rights. Upon termination of service, the Company may repurchase unvested shares acquired at a price equal to the price per share paid upon the exercise. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholders’ deficit. As of September 30, 2021, the Company had $6.2 million recorded in deposits related to 1,343,680 unvested shares of common stock subject to repurchase. As of December 31, 2020, the Company had $10.5 million recorded in deposits related to 2,273,919 unvested shares of common stock subject to repurchase. For the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $1.1 million, $1.1 million, $3.4 million, and $3.4 million, respectively, related to this restricted stock. 2018 Equity Incentive Plan As of September 30, 2021 and December 31, 2020, the Company had reserved 2,266,432 shares and 4,043,637 shares, respectively, of its common stock for future issuance under the 2018 Equity Incentive Plan (“the 2018 Plan”). A summary of the Company’s stock option activity under the 2018 Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options granted 8,134 $ 9.44 Options exercised (2,940) $ 4.35 Options forfeited or expired (808) $ 7.48 Balances at September 30, 2021 19,511 $ 7.22 8.4 $ 410,039 Options vested and exercisable at September 30, 2021 6,215 $ 4.93 6.3 $ 145,292 The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. The weighted average grant date fair value of options granted was $11.54 per share and $7.41 per share for the nine months ended September 30, 2021 and 2020, respectively. The total number of shares vested during the nine months ended September 30, 2021 and 2020 was 3,887,187 and 3,095,000, respectively. The weighted average grant-date fair value of options vested was $6.15 per share and $4.94 per share during the nine months ended September 30, 2021 and 2020, respectively. The intrinsic value of the options exercised was $22.8 million and $6.0 million for the nine months ended September 30, 2021 and 2020, respectively. The Company granted 6,324 options to non-employees during the nine months ended September 30, 2021. The table above includes 743,184 options granted to the Company’s Chief Executive Officer during the nine months ended September 30, 2021 which are subject to a performance-based vesting condition that will be satisfied in full upon the first to occur of: (i) a Qualified IPO, (ii) a direct listing, or (iii) the closing by the Company of a transaction with a publicly traded special purpose acquisition company (“SPAC”) in which the common stock is publicly listed on a securities exchange. The options will vest in a single installment upon the satisfaction of the performance-based vesting condition subject to the Chief Executive Officer’s continuous employment through such date. As the performance-based vesting condition of these options is not deemed probable until consummated, no stock-based compensation expense is recorded related to these options until the performance-based vesting condition becomes probable of occurring. If the performance-based vesting condition had been satisfied on September 30, 2021, the Company would have recognized stock-based compensation expense of $8.5 million and would have no unrecognized stock-based compensation expense related to these options as of September 30, 2021. The 2018 Plan allows the Company to grant RSUs. Generally, RSUs are subject to a four-year vesting period and vest quarterly. A summary of the Company’s RSU activity under the 2018 Plan and related information was as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — RSUs granted 209 $ 23.45 RSUs vested — $ — RSUs forfeited — $ — Unvested at September 30, 2021 209 $ 23.45 Valuation Assumptions The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Nine Months Ended September 30, 2021 2020 Expected volatility 53.7% - 54.5% 48.8% - 53.4% Expected term (years) 6.3 6.0 Risk-free interest rate 1.1% 0.6% Expected dividend yield — — Fair value of common stock per share $15.27-$21.20 $12.06-$12.28 Stock-Based Compensation The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 383 $ 247 $ 981 $ 680 Research and development 5,680 2,839 13,954 7,373 Sales and marketing 1,711 1,072 4,461 2,190 General and administrative 2,818 2,005 7,575 5,967 Total $ 10,592 $ 6,163 $ 26,971 $ 16,210 As of September 30, 2021, there was $128.5 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.5 years. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following potentially dilutive securities outstanding have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Years Ended December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 15,125 13,596 Unvested early exercised stock options subject to repurchase 223 317 Unvested restricted stock 2,274 3,743 Contingently issuable shares 66 147 Total 79,020 79,135 The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) The following potentially dilutive securities outstanding at the end of the period have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Three and Nine Months Ended September 30, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 19,511 15,909 Unvested RSUs 209 — Unvested early exercised stock options subject to repurchase 159 240 Unvested restricted stock 1,344 2,584 Contingently issuable shares 58 82 Total 82,613 80,147 |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has a 401(k) plan (“the Plan”) covering all eligible employees in the United States. The Company is allowed to make discretionary profit sharing and qualified non-elective contributions as defined by the Plan and as approved by the Board of Directors. Through December 31, 2020, the Company did not match eligible participants’ 401(k) contributions. As of January 1, 2021, the Company began matching a portion of eligible participants’ 401(k) contributions. No discretionary profit-sharing contributions have been made to date.Employee Benefit PlanThe Company has a 401(k) plan (“the Plan”) covering all eligible employees in the United States. The Company is allowed to make discretionary profit sharing and qualified non-elective contributions as defined by the Plan and as approved by the Board of Directors. As of January 1, 2021, the Company began matching a portion of eligible participants’ 401(k) contributions. No discretionary profit-sharing contributions have been made to date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes during the years ended December 31, 2020 and 2019 were as follows (in thousands): Years Ended December 31, 2020 2019 Domestic $ (74,882) $ (73,742) Foreign (225) 617 Loss before income taxes $ (75,107) $ (73,125) The provision for income taxes was as follows (in thousands): Years Ended December 31, 2020 2019 Current: Federal $ — $ — State 11 3 Foreign 116 153 Total current provision for income taxes 127 156 Deferred: Federal — — State — — Foreign — — Total deferred provision for income taxes — — Total provision for income taxes $ 127 $ 156 Income tax expense (benefit) differed from the amount computed by applying the federal statutory income tax rate of 21% to pretax loss as a result of the following: Years Ended December 31, 2020 2019 Statutory rate (21.0) % (21.0) % State tax (2.5) (6.5) Permanent items 0.4 0.3 Stock-based compensation 4.3 3.4 R&D credit (4.2) (2.7) Other 0.1 0.1 Changes in valuation allowance 22.9 26.6 Foreign rate differential 0.2 — Effective tax rate 0.2 % 0.2 % The tax effects of significant items comprising the Company’s deferred taxes were as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss $ 82,031 $ 77,082 Credit carryforwards 10,143 6,971 Stock-based compensation 3,149 2,782 Lease liability 9,288 868 Reserves, accruals and other 1,152 1,556 Total deferred tax assets 105,763 89,259 Valuation allowance (96,044) (87,326) Total deferred tax assets, net 9,719 1,933 Deferred tax liabilities: Fixed asset basis and other (858) (1,038) ROU asset basis (8,861) (859) Total deferred tax liabilities (9,719) (1,897) Net deferred tax assets $ — $ 36 Based upon available objective evidence, management believes it is more likely than not that the U.S. net deferred tax assets will not be fully realizable. Accordingly, the Company has established a full valuation allowance for its U.S. net deferred tax assets. The valuation allowance increased by $8.7 million and $21.5 million, respectively, during 2020 and 2019. The Company had aggregate deferred tax assets of $105.8 million and $89.3 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had federal net operating loss carryforwards of $331.9 million, which begin to expire in 2028, and state net operating loss carryforwards of $185.0 million, which begin to expire in 2028. Of the $331.9 million U.S. federal net operating losses $152.8 million is carried forward indefinitely but is limited to 80% of taxable income. As of December 31, 2020, the Company had federal tax credits of $12.3 million, which begin to expire in 2028, and state tax credits of $10.1 million, which do not expire. The Internal Revenue Code (“IRC”) limits the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the IRC, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company accounts for uncertainty in income taxes in accordance with ASC 740 Income Taxes . Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending balances of unrecognized tax benefit were as follows (in thousands): Years Ended December 31, 2020 2019 Gross unrecognized tax benefits - beginning of year $ 6,972 $ 4,647 Increases related to current year tax positions 3,129 1,939 Increases related to prior year tax positions 43 386 Gross unrecognized tax benefits - end of year $ 10,144 $ 6,972 All of the unrecognized tax benefits as of December 31, 2020 are accounted for as a reduction in the Company’s deferred tax assets. Due to the Company’s valuation allowance, none of the $10.1 million of unrecognized tax benefits, related solely to its federal and state research and development income tax credits, would affect the Company’s effective tax rate, if recognized. The Company does not believe it is reasonably possible that its unrecognized tax benefits will significantly change in the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. There was no interest or penalties accrued related to unrecognized tax benefits for the years ended December 31, 2020 and 2019, and no liability for accrued interest or penalties related to unrecognized tax benefits as of December 31, 2020 and 2019. The Company has identified its U.S. federal and California tax returns as “material” tax filings. The Company is not currently under examination by income tax authorities in any jurisdiction. However, because the Company has net operating losses in several jurisdictions, including the United States federal and various state jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development income tax credits. The Company’s provision for income taxes for interim periods was determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arose during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pretax income (or loss), the mix of jurisdictions to which such income (or loss) relates, tax law developments and changes in how the Company does business, such as acquisitions, intercompany transactions, or the Company’s corporate structure. The Company recorded an income tax expense for the nine months ended September 30, 2021 and 2020, neither of which were material and both were primarily driven by foreign taxes. |
Geographical Information
Geographical Information | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Geographical Information | Geographical Information Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Years Ended December 31, 2020 2019 United States $ 119,118 $ 81,550 International (1) 4,166 1,002 Total $ 123,284 $ 82,552 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. In certain advertising arrangements the Company requires payment upfront from its customers. The Company records deferred revenue when it collects cash from customers in advance of revenue recognition. As of September 30, 2021 and December 31, 2020, deferred revenue was $4.6 million and $2.6 million, respectively, and included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, revenue recognized from deferred revenue at the beginning of each period was $2.2 million and $0.6 million, respectively. Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 50,751 $ 30,861 $ 126,885 $ 80,887 International (1) 1,954 965 5,985 2,280 Total $ 52,705 $ 31,826 $ 132,870 $ 83,167 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. |
Subsequent Events_2_3
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the following. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). On July 6, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have independently subscribed for an aggregate of 27 million shares of Class A common stock for an aggregate purchase price equal to $270 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the consummation of the transactions contemplated by the Merger Agreement. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 1, 2021, Khosla Ventures Acquisition Co. II (“KVSB”) entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2021, among KVSB, Nextdoor, Inc., a Delaware corporation (“Nextdoor”) and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of KVSB. Pursuant to the Amendment, in addition to KVSB stockholder approval of the amendment and restatement of the certificate of incorporation of KVSB (the “Proposed Charter”) pursuant to the governing documents of KVSB and applicable law, the parties agreed to a mutual closing condition that the Proposed Charter will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the shares of KVSB’s Class A common stock, par value $0.0001 per share (“KVSB Class A Common Stock”), then outstanding and entitled to vote thereon at the Acquiror Stockholders’ Meeting, voting separately as a single series. The Amendment provides that such condition may not be waived by the parties. The form of Proposed Charter is attached as Annex C to the registration statement on Form S-4 that KVSB filed with the SEC on July 20, 2021. The transaction is expected to close on November 5, 2021. The Company has performed an evaluation of subsequent events through July 2, 2021, the date these consolidated financial statements were available to be issued. In May 2021, the Company entered into an agreement with a service provider under which the Company will purchase cloud computing and other services from June 2021 to May 2024. The total purchase commitment is $57.0 million. Between April 1, 2021 and July 2, 2021, the Company granted stock options for 1,419,375 shares of common stock with a weighted average exercise price of $18.80 per share under the 2018 Plan. The Company will recognize approximately $15.2 million of stock-based compensation expense related to these stock options over four years. Between April 1, 2021 and July 2, 2021, the Company granted restricted stock units (RSUs) for 62,844 shares of common stock with an aggregate grant date fair value of $1.3 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. Events Subsequent to Original Available to be Issued date of Consolidated Financial Statements (unaudited) On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the Closing on November 5, 2021, KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. |
Description of Business_2
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessNextdoor, Inc. (“Nextdoor” or the “Company”), was incorporated in Delaware in 2007 and is headquartered in San Francisco, California. Nextdoor’s purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. That purpose enables the Company’s mission to be the neighborhood hub for trusted connections and the exchange of helpful information, goods, and services. The Company changed its name in March 2019 to Nextdoor, Inc. from Nextdoor.com, Inc.Description of Business Nextdoor, Inc. (“Nextdoor” or the “Company”), was incorporated in Delaware in 2007 and is headquartered in San Francisco, California. Nextdoor’s purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. That purpose enables the Company’s mission to be the neighborhood hub for trusted connections and the exchange of helpful information, goods, and services. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. Upon the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. See Note 13—Subsequent Events. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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 potential differences in accounting standards used. 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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through June 30, 2021, the Company recorded an accretion of $23,576,984, of which $11,338,767 was recorded in additional paid-in capital and $12,238,217 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 $250,000. 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 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 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 potential differences in accounting standards used. 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 $572,360 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021. Marketable Securities Held in Trust Account As of September 30, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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 September 30, 2021, 41,634,412 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 26, 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 beginning January 29, 2021 (inception) through September 30, 2021, the Company recorded an accretion of $23,587,624, of which $11,338,767 was recorded in additional paid-in capital and $12,248,857 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 $250,000. As of September 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. 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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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 statement, 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 2021 (inception) through September 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. 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. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Foreign Currency On January 1, 2020 the Company concluded that the functional currency of its foreign subsidiaries had changed from the U.S. dollar to the local currency of the economic environment in which it primarily operates. This change occurred due to changes in the Company’s operating structure and global operating model. The Company accounted for the change in functional currency prospectively. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. For the year ended December 31, 2020, translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit and unrealized foreign exchange |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Geographical Information Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Years Ended December 31, 2020 2019 United States $ 119,118 $ 81,550 International (1) 4,166 1,002 Total $ 123,284 $ 82,552 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. In certain advertising arrangements the Company requires payment upfront from its customers. The Company records deferred revenue when it collects cash from customers in advance of revenue recognition. As of September 30, 2021 and December 31, 2020, deferred revenue was $4.6 million and $2.6 million, respectively, and included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, revenue recognized from deferred revenue at the beginning of each period was $2.2 million and $0.6 million, respectively. Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 50,751 $ 30,861 $ 126,885 $ 80,887 International (1) 1,954 965 5,985 2,280 Total $ 52,705 $ 31,826 $ 132,870 $ 83,167 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. |
Fair Value Measurements_2_3_4
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 Class K Founder common stock Class K common stock was accounted for as a liability in accordance with ASC Topic 815 and presented as 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, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K common stock 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 common stock. 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 common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 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 Shares Derivative Liability Fair value, January 29, 2021 (inception) $ 36,550,000 Change in fair value of Class K Founder Shares liability (22,950,000) Fair value, March 31, 2021 (unaudited) 13,600,000 Change in fair value of Class K Founder Shares liability 2,950,000 Fair value, June 30, 2021 (audited) $ 16,550,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended June 30, 2021, and the period from January 29, 2021 (inception) through June 30, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,354,760 Liabilities: Derivative liability – Class K Founder Shares 3 $ 10,300,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liability on the accompanying September 30, 2021, balance sheet. The derivative liability was measured at fair value at inception and on a recurring basis, which changes in fair value presented within change in fair value of derivative liability in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, 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 derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of September 30, 2021: Class K Founder Shares Initial measurement on January 29, 2021 $ 36,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (22,950,000) Fair Value, March 31, 2021 (unaudited) $ 13,600,000 Change in fair value of Class K Founder Shares Derivative Liabilities 2,950,000 Fair Value, June 30, 2021 (audited) $ 16,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (6,250,000) Fair Value, September 30, 2021 (unaudited) $ 10,300,000 There were no transfers to and from Levels 1, 2, and 3 during the three months ended September 30, 2021, and the period from January 29, 2021 (inception) through September 30, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019. Assets and Liabilities Measured at Fair Value on a Recurring Basis The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 The Company classifies its cash equivalents, marketable securities, and restricted cash within Level 1 or Level 2 because it determines their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs. There were no transfers between levels of the fair value hierarchy during the periods presented. Assets and Liabilities Measured at Fair Value on a Recurring Basis |
Other Balance Sheet Component_2
Other Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 2,002 $ 1,193 Furniture and fixtures 1,174 122 Capitalized internal-use software 1,842 1,530 Leasehold improvements 2,850 — Property and equipment, gross 7,868 2,845 Less: accumulated depreciation and amortization (2,150) (1,186) Property and equipment, net $ 5,718 $ 1,659 Depreciation and amortization expense was $1.0 million and $0.5 million, for the years ended December 31, 2020 and 2019, respectively. Intangible Assets, net The Company’s intangible assets consist of customer relationships, developed technology and trade names arising from acquisitions. Intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (3,451) $ 3,617 3.0 Developed technology 4,600 (1,230) 3,370 3.7 Total intangible assets, net $ 11,668 $ (4,681) $ 6,987 3.3 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (2,167) $ 4,901 4.0 Developed technology 4,600 (460) 4,140 4.7 Trade name 30 (7) 23 1.7 Total intangible assets, net $ 11,698 $ (2,634) $ 9,064 3.6 Amortization expense related to intangible assets was $2.1 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. In the year ended December 31, 2020, the trade name was sold. Expected future amortization expense for intangible assets as of December 31, 2020 was as follows (in thousands): Years Ending December 31, Amount 2021 $ 2,173 2022 1,785 2023 1,785 2024 1,008 2025 236 Thereafter — Total $ 6,987 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation $ 6,888 $ 2,044 Liability for early exercise of unvested stock options 1,133 1,658 Accrued purchase consideration for acquisition — 975 Taxes payable 516 376 Deferred revenue 2,585 652 Other accrued and current liabilities 3,876 2,417 Accrued expenses and other current liabilities $ 14,998 $ 8,122 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Computer equipment and software $ 2,957 $ 2,002 Furniture and fixtures 2,170 1,174 Capitalized internal-use software 1,842 1,842 Leasehold improvements 8,942 2,850 Property and equipment, gross 15,911 7,868 Less: accumulated depreciation and amortization (3,617) (2,150) Property and equipment, net $ 12,294 $ 5,718 Depreciation and amortization expense was $0.5 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $1.5 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Accrued compensation $ 6,372 $ 6,888 Liability for early exercise of unvested stock options 808 1,133 Taxes payable 597 516 Deferred revenue 4,568 2,585 Other accrued and current liabilities 8,615 3,876 Accrued expenses and other current liabilities $ 20,960 $ 14,998 |
Leases_2
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable office facility leases in various locations with original lease periods expiring between 2020 and 2029, with its primary office location in San Francisco, California. The Company entered into a lease consisting of multiple floors for its new San Francisco headquarters in 2019, with a lease term through 2029. The first portion of the lease commenced in June 2020, and the second and final portion of the lease commenced in January 2021. The facility lease agreements generally provide for escalating rental payments. The Company's lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs were as follows (in thousands): Years Ended December 31, 2020 2019 Operating lease cost $ 6,278 $ 3,185 Short-term lease cost 495 157 Variable lease cost 452 636 Total $ 7,225 $ 3,978 Other information related to the Company’s operating leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,624 $ 149 ROU assets obtained in exchange for lease obligations: Operating leases $ 39,664 $ 984 Lease terms and discount rates for operating leases were as follows: As of December 31, 2020 2019 Weighted average remaining lease term (years) 8.2 1.0 Weighted average discount rate 5.3 % 3.5 % As of December 31, 2020, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 $ 5,321 2022 5,439 2023 5,602 2024 5,770 2025 5,943 Thereafter 21,118 Total lease payments 49,193 Less: imputed interest (9,591) Present value of lease liabilities 39,602 Less: current operating lease liabilities (3,348) Long-term operating lease liabilities $ 36,254 The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 2,469 $ 2,565 $ 7,376 $ 4,261 Short-term lease cost 108 56 253 360 Variable lease cost 118 84 248 376 Total $ 2,695 $ 2,705 $ 7,877 $ 4,997 Other information related to the Company’s operating leases was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,474 $ 2,003 $ 6,585 $ 3,720 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ — $ 28,252 $ 39,664 Lease terms and discount rates for operating leases were as follows: As of September 30, As of December 31, 2021 2020 Weighted average remaining lease term (years) 7.6 8.2 Weighted average discount rate 4.5 % 5.3 % As of September 30, 2021, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 (remaining three months) $ 2,474 2022 10,045 2023 10,347 2024 10,657 2025 10,977 Thereafter 39,003 Total lease payments 83,503 Less: imputed interest (13,077) Present value of lease liabilities 70,426 Less: current operating lease liabilities (6,978) Long-term operating lease liabilities $ 63,448 The table above does not include lease payments that were not fixed at commencement or lease modification. |
Commitment and Contingencies_2
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. 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 Initial Public Offering. 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 6,000,000 additional Public Shares at the Initial Public Offering price, less the underwriting discounts and commissions. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its Initial Public Offering. The underwriters exercised their option to purchase an additional 1,634,412 Public Shares from the Company at a price of $10.00 per share less the underwriting discount. In total, the Company sold 41,634,412 Public Shares in connection with its Initial Public Offering. This transaction settled on March 30, 2021. The underwriters are entitled to a deferred fee of $14,572,044. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Commitments As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of December 31, 2020 and 2019. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the years ended December 31, 2020 and 2019 the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of December 31, 2020 and 2019. Commitments As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 Legal matters From time to time, the Company is a party to a variety of claims, lawsuits, and proceedings which arise in the ordinary course of business, including claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount of loss or range of loss can be reasonably estimated. The Company discloses potential losses when they are reasonably possible. In the Company’s opinion, resolution of pending matters is not likely to have a material adverse impact on its condensed consolidated results of operations, cash flows, or its financial position. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. There were no such material matters as of September 30, 2021 and December 31, 2020. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. For the nine months ended September 30, 2021 and 2020, the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications. The Company believes the fair value of these liabilities is not material and accordingly has no liabilities recorded for these agreements as of September 30, 2021 and December 31, 2020. |
Common Stock and Stockholders_2
Common Stock and Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Stockholders' Deficit | Common Stock and Stockholders’ Deficit Common Stock The Company was authorized to issue 121,000,000 shares of common stock as of December 31, 2020 and 2019. Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 15,125 13,596 Shares reserved for future award issuances 4,044 7,763 Total 80,501 82,691 Common Stock Subject to Repurchase Certain stock option grant agreements permit exercise prior to vesting. Upon termination of service of an employee, the Company has the right to repurchase any unvested, but issued, common stock at the original purchase price. The consideration received for an exercise of an option is accounted for as a deposit of the exercise price and is recorded as a liability. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholder’s deficit. As of December 31, 2020 and 2019, the Company had $1.1 million and $1.7 million recorded in accrued expenses and other current liabilities related to 223,136 and 324,500 unvested shares of common stock subject to repurchase, respectively. Restricted Stock Subject to Repurchase In 2018, an executive of the Company purchased 4,961,279 shares of restricted stock, subject to time-based service requirements, which vest over a forty-eight month period. The shares issued upon the purchase of restricted stock are considered to be legally issued and outstanding on the date of purchase and the executive has full voting rights. Upon termination of service, the Company may repurchase unvested shares acquired at a price equal to the price per share paid upon the exercise. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholder’s deficit. As of December 31, 2020, the Company had $10.5 million recorded in deposits related to 2,273,919 unvested shares of common stock subject to repurchase. As of December 31, 2019, the Company had $16.2 million recorded in deposits related to 3,514,239 unvested shares of common stock subject to repurchase. For the years ended December 31, 2020 and 2019, the Company recorded stock-based compensation expense of $4.6 million and $4.6 million, respectively, related to this restricted stock. 2008 Stock Option Plan In 2018, the 2008 Stock Option Plan (“the Plan”) was terminated, and the Company’s Board of Directors approved the adoption of the 2018 Equity Incentive Plan (“the 2018 Plan”), which includes both incentive and non-statutory stock options. As of December 31, 2020 and 2019, the Company had reserved 4,043,637 shares and 7,762,602 shares, respectively, of its common stock under the Plan for future issuance. The Company may grant shares of common stock to employees, directors, and service providers at prices not less than the fair market value at date of grant for incentive stock options and not less than 85% of fair market value for non-qualified stock options. Options granted to a person who, at the time of the grant, owns more than 10% of the voting power of all classes of stock shall be at no less than 110% of the fair market value and expire five years from the date of grant. All other options generally have a contractual term of ten years. Options generally vest over four years. A summary of the Company’s stock option activity under the Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2019 13,596 $ 4.47 7.8 $ 39,266 Options granted 5,609 $ 7.37 Options exercised (2,190) $ 2.91 Options forfeited or expired (1,890) $ 6.04 Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options vested and exercisable at December 31, 2020 6,274 $ 3.89 6.0 $ 22,405 The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. The weighted average grant date fair value of options granted was $7.44 per share and $6.71 per share during the years ended December 31, 2020 and 2019, respectively. The total number of shares vested during the years ended December 31, 2020 and 2019 was 4,189,825 and 2,960,091, respectively. The weighted average grant-date fair value of options vested was $5.08 per share and $3.70 per share during the years ended December 31, 2020 and 2019, respectively. The intrinsic value of the options exercised was $9.8 million and $4.4 million for the years ended December 31, 2020 and 2019, respectively. The Company did not issue any grants to non-employees during the years ended December 31, 2020 and 2019. Valuation Assumptions The Company’s use of the Black-Scholes option-pricing model to estimate the fair value of stock options granted requires the input of highly subjective assumptions. These assumptions were estimated as follows: Fair value of the underlying common stock – Because the Company’s common stock is not yet publicly traded, the Company must estimate the fair value of common stock. The Board of Directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock including, but not limited to: (i) the results of contemporaneous third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering, merger, or acquisition of the Company, given prevailing market conditions; (vii) transactions involving the Company’s shares; (viii) the history and nature of its business, industry trends and competitive environment; and (iv) general economic outlook. Expected volatility – Expected volatility is a measure of the amount by which the stock price is expected to fluctuate, Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. Expected term – The Company determines the expected term based on the average period the stock options are expected to remain outstanding using the simplified method, calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Risk-free rate – The Company uses the U.S. Treasury yield for its risk-free interest rate that corresponds with the expected term. Expected dividend yield – The Company utilizes a dividend yield of zero, as it does not currently issue dividends and does not expect to in the future. The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Years Ended December 31, 2020 2019 Expected volatility 48.8% -53.4% 48.0% -50.8% Expected term (years) 6.0 6.0 Risk-free interest rate 0.6% 1.9% Expected dividend yield — — Fair value of common stock per share $12.06 - $13.11 $7.75 - $12.40 Stock-Based Compensation The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2020 2019 Cost of revenue $ 905 $ 482 Research and development 10,235 4,615 Sales and marketing 3,403 2,160 General and administrative 8,065 6,824 Total $ 22,608 $ 14,081 As of December 31, 2020, there was $65.2 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.6 years. Common Stock The Company was authorized to issue 126,700,000 shares of common stock as of September 30, 2021 and 121,000,000 shares of common stock as of December 31, 2020. Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of September 30, As of December 31, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 19,511 15,125 Unvested restricted stock units (RSUs) 209 — Shares reserved for future award issuances 2,266 4,044 Total 83,318 80,501 Common Stock Subject to Repurchase Certain stock option grant agreements permit exercise prior to vesting. Upon termination of service of an employee, the Company has the right to repurchase any unvested, but issued, common stock at the original purchase price. The consideration received for an exercise of an option is accounted for as a deposit of the exercise price and is recorded as a liability. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholders’ deficit. As of September 30, 2021 and December 31, 2020, the Company had $0.8 million and $1.1 million recorded in accrued expenses and other current liabilities related to 159,167 and 223,136 unvested shares of common stock subject to repurchase, respectively. Restricted Stock Subject to Repurchase In 2018, an executive of the Company purchased 4,961,279 shares of restricted stock, subject to time-based service requirements, which vest over a forty-eight month period. The shares issued upon the purchase of restricted stock are considered to be legally issued and outstanding on the date of purchase and the executive has full voting rights. Upon termination of service, the Company may repurchase unvested shares acquired at a price equal to the price per share paid upon the exercise. Upon vesting of the shares pursuant to the grant agreements, the shares and related liability are reclassified into stockholders’ deficit. As of September 30, 2021, the Company had $6.2 million recorded in deposits related to 1,343,680 unvested shares of common stock subject to repurchase. As of December 31, 2020, the Company had $10.5 million recorded in deposits related to 2,273,919 unvested shares of common stock subject to repurchase. For the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $1.1 million, $1.1 million, $3.4 million, and $3.4 million, respectively, related to this restricted stock. 2018 Equity Incentive Plan As of September 30, 2021 and December 31, 2020, the Company had reserved 2,266,432 shares and 4,043,637 shares, respectively, of its common stock for future issuance under the 2018 Equity Incentive Plan (“the 2018 Plan”). A summary of the Company’s stock option activity under the 2018 Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options granted 8,134 $ 9.44 Options exercised (2,940) $ 4.35 Options forfeited or expired (808) $ 7.48 Balances at September 30, 2021 19,511 $ 7.22 8.4 $ 410,039 Options vested and exercisable at September 30, 2021 6,215 $ 4.93 6.3 $ 145,292 The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. The weighted average grant date fair value of options granted was $11.54 per share and $7.41 per share for the nine months ended September 30, 2021 and 2020, respectively. The total number of shares vested during the nine months ended September 30, 2021 and 2020 was 3,887,187 and 3,095,000, respectively. The weighted average grant-date fair value of options vested was $6.15 per share and $4.94 per share during the nine months ended September 30, 2021 and 2020, respectively. The intrinsic value of the options exercised was $22.8 million and $6.0 million for the nine months ended September 30, 2021 and 2020, respectively. The Company granted 6,324 options to non-employees during the nine months ended September 30, 2021. The table above includes 743,184 options granted to the Company’s Chief Executive Officer during the nine months ended September 30, 2021 which are subject to a performance-based vesting condition that will be satisfied in full upon the first to occur of: (i) a Qualified IPO, (ii) a direct listing, or (iii) the closing by the Company of a transaction with a publicly traded special purpose acquisition company (“SPAC”) in which the common stock is publicly listed on a securities exchange. The options will vest in a single installment upon the satisfaction of the performance-based vesting condition subject to the Chief Executive Officer’s continuous employment through such date. As the performance-based vesting condition of these options is not deemed probable until consummated, no stock-based compensation expense is recorded related to these options until the performance-based vesting condition becomes probable of occurring. If the performance-based vesting condition had been satisfied on September 30, 2021, the Company would have recognized stock-based compensation expense of $8.5 million and would have no unrecognized stock-based compensation expense related to these options as of September 30, 2021. The 2018 Plan allows the Company to grant RSUs. Generally, RSUs are subject to a four-year vesting period and vest quarterly. A summary of the Company’s RSU activity under the 2018 Plan and related information was as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — RSUs granted 209 $ 23.45 RSUs vested — $ — RSUs forfeited — $ — Unvested at September 30, 2021 209 $ 23.45 Valuation Assumptions The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Nine Months Ended September 30, 2021 2020 Expected volatility 53.7% - 54.5% 48.8% - 53.4% Expected term (years) 6.3 6.0 Risk-free interest rate 1.1% 0.6% Expected dividend yield — — Fair value of common stock per share $15.27-$21.20 $12.06-$12.28 Stock-Based Compensation The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 383 $ 247 $ 981 $ 680 Research and development 5,680 2,839 13,954 7,373 Sales and marketing 1,711 1,072 4,461 2,190 General and administrative 2,818 2,005 7,575 5,967 Total $ 10,592 $ 6,163 $ 26,971 $ 16,210 As of September 30, 2021, there was $128.5 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.5 years. |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following potentially dilutive securities outstanding have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Years Ended December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 15,125 13,596 Unvested early exercised stock options subject to repurchase 223 317 Unvested restricted stock 2,274 3,743 Contingently issuable shares 66 147 Total 79,020 79,135 The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) The following potentially dilutive securities outstanding at the end of the period have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Three and Nine Months Ended September 30, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 19,511 15,909 Unvested RSUs 209 — Unvested early exercised stock options subject to repurchase 159 240 Unvested restricted stock 1,344 2,584 Contingently issuable shares 58 82 Total 82,613 80,147 |
Employee Benefit Plan_2
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has a 401(k) plan (“the Plan”) covering all eligible employees in the United States. The Company is allowed to make discretionary profit sharing and qualified non-elective contributions as defined by the Plan and as approved by the Board of Directors. Through December 31, 2020, the Company did not match eligible participants’ 401(k) contributions. As of January 1, 2021, the Company began matching a portion of eligible participants’ 401(k) contributions. No discretionary profit-sharing contributions have been made to date.Employee Benefit PlanThe Company has a 401(k) plan (“the Plan”) covering all eligible employees in the United States. The Company is allowed to make discretionary profit sharing and qualified non-elective contributions as defined by the Plan and as approved by the Board of Directors. As of January 1, 2021, the Company began matching a portion of eligible participants’ 401(k) contributions. No discretionary profit-sharing contributions have been made to date. |
Income Taxes_2
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes during the years ended December 31, 2020 and 2019 were as follows (in thousands): Years Ended December 31, 2020 2019 Domestic $ (74,882) $ (73,742) Foreign (225) 617 Loss before income taxes $ (75,107) $ (73,125) The provision for income taxes was as follows (in thousands): Years Ended December 31, 2020 2019 Current: Federal $ — $ — State 11 3 Foreign 116 153 Total current provision for income taxes 127 156 Deferred: Federal — — State — — Foreign — — Total deferred provision for income taxes — — Total provision for income taxes $ 127 $ 156 Income tax expense (benefit) differed from the amount computed by applying the federal statutory income tax rate of 21% to pretax loss as a result of the following: Years Ended December 31, 2020 2019 Statutory rate (21.0) % (21.0) % State tax (2.5) (6.5) Permanent items 0.4 0.3 Stock-based compensation 4.3 3.4 R&D credit (4.2) (2.7) Other 0.1 0.1 Changes in valuation allowance 22.9 26.6 Foreign rate differential 0.2 — Effective tax rate 0.2 % 0.2 % The tax effects of significant items comprising the Company’s deferred taxes were as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss $ 82,031 $ 77,082 Credit carryforwards 10,143 6,971 Stock-based compensation 3,149 2,782 Lease liability 9,288 868 Reserves, accruals and other 1,152 1,556 Total deferred tax assets 105,763 89,259 Valuation allowance (96,044) (87,326) Total deferred tax assets, net 9,719 1,933 Deferred tax liabilities: Fixed asset basis and other (858) (1,038) ROU asset basis (8,861) (859) Total deferred tax liabilities (9,719) (1,897) Net deferred tax assets $ — $ 36 Based upon available objective evidence, management believes it is more likely than not that the U.S. net deferred tax assets will not be fully realizable. Accordingly, the Company has established a full valuation allowance for its U.S. net deferred tax assets. The valuation allowance increased by $8.7 million and $21.5 million, respectively, during 2020 and 2019. The Company had aggregate deferred tax assets of $105.8 million and $89.3 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had federal net operating loss carryforwards of $331.9 million, which begin to expire in 2028, and state net operating loss carryforwards of $185.0 million, which begin to expire in 2028. Of the $331.9 million U.S. federal net operating losses $152.8 million is carried forward indefinitely but is limited to 80% of taxable income. As of December 31, 2020, the Company had federal tax credits of $12.3 million, which begin to expire in 2028, and state tax credits of $10.1 million, which do not expire. The Internal Revenue Code (“IRC”) limits the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the IRC, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company accounts for uncertainty in income taxes in accordance with ASC 740 Income Taxes . Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending balances of unrecognized tax benefit were as follows (in thousands): Years Ended December 31, 2020 2019 Gross unrecognized tax benefits - beginning of year $ 6,972 $ 4,647 Increases related to current year tax positions 3,129 1,939 Increases related to prior year tax positions 43 386 Gross unrecognized tax benefits - end of year $ 10,144 $ 6,972 All of the unrecognized tax benefits as of December 31, 2020 are accounted for as a reduction in the Company’s deferred tax assets. Due to the Company’s valuation allowance, none of the $10.1 million of unrecognized tax benefits, related solely to its federal and state research and development income tax credits, would affect the Company’s effective tax rate, if recognized. The Company does not believe it is reasonably possible that its unrecognized tax benefits will significantly change in the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. There was no interest or penalties accrued related to unrecognized tax benefits for the years ended December 31, 2020 and 2019, and no liability for accrued interest or penalties related to unrecognized tax benefits as of December 31, 2020 and 2019. The Company has identified its U.S. federal and California tax returns as “material” tax filings. The Company is not currently under examination by income tax authorities in any jurisdiction. However, because the Company has net operating losses in several jurisdictions, including the United States federal and various state jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development income tax credits. The Company’s provision for income taxes for interim periods was determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arose during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pretax income (or loss), the mix of jurisdictions to which such income (or loss) relates, tax law developments and changes in how the Company does business, such as acquisitions, intercompany transactions, or the Company’s corporate structure. The Company recorded an income tax expense for the nine months ended September 30, 2021 and 2020, neither of which were material and both were primarily driven by foreign taxes. |
Geographical Information_2
Geographical Information | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Geographical Information | Geographical Information Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Years Ended December 31, 2020 2019 United States $ 119,118 $ 81,550 International (1) 4,166 1,002 Total $ 123,284 $ 82,552 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. In certain advertising arrangements the Company requires payment upfront from its customers. The Company records deferred revenue when it collects cash from customers in advance of revenue recognition. As of September 30, 2021 and December 31, 2020, deferred revenue was $4.6 million and $2.6 million, respectively, and included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, revenue recognized from deferred revenue at the beginning of each period was $2.2 million and $0.6 million, respectively. Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 50,751 $ 30,861 $ 126,885 $ 80,887 International (1) 1,954 965 5,985 2,280 Total $ 52,705 $ 31,826 $ 132,870 $ 83,167 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Substantially all of the Company’s long-lived assets are located in the United States. |
Subsequent Events_2_3_4
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the following. On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdoor, Inc., a Delaware corporation (“Nextdoor”), and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSB (“Merger Sub”). On July 6, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have independently subscribed for an aggregate of 27 million shares of Class A common stock for an aggregate purchase price equal to $270 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the consummation of the transactions contemplated by the Merger Agreement. 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 1, 2021, Khosla Ventures Acquisition Co. II (“KVSB”) entered into an amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2021, among KVSB, Nextdoor, Inc., a Delaware corporation (“Nextdoor”) and Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of KVSB. Pursuant to the Amendment, in addition to KVSB stockholder approval of the amendment and restatement of the certificate of incorporation of KVSB (the “Proposed Charter”) pursuant to the governing documents of KVSB and applicable law, the parties agreed to a mutual closing condition that the Proposed Charter will have been approved at the Acquiror Stockholders’ Meeting by the affirmative vote of the holders of a majority of the shares of KVSB’s Class A common stock, par value $0.0001 per share (“KVSB Class A Common Stock”), then outstanding and entitled to vote thereon at the Acquiror Stockholders’ Meeting, voting separately as a single series. The Amendment provides that such condition may not be waived by the parties. The form of Proposed Charter is attached as Annex C to the registration statement on Form S-4 that KVSB filed with the SEC on July 20, 2021. The transaction is expected to close on November 5, 2021. The Company has performed an evaluation of subsequent events through July 2, 2021, the date these consolidated financial statements were available to be issued. In May 2021, the Company entered into an agreement with a service provider under which the Company will purchase cloud computing and other services from June 2021 to May 2024. The total purchase commitment is $57.0 million. Between April 1, 2021 and July 2, 2021, the Company granted stock options for 1,419,375 shares of common stock with a weighted average exercise price of $18.80 per share under the 2018 Plan. The Company will recognize approximately $15.2 million of stock-based compensation expense related to these stock options over four years. Between April 1, 2021 and July 2, 2021, the Company granted restricted stock units (RSUs) for 62,844 shares of common stock with an aggregate grant date fair value of $1.3 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. Events Subsequent to Original Available to be Issued date of Consolidated Financial Statements (unaudited) On July 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lorelei Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Khosla Ventures Acquisition Co. II (“KVSB”), a special purpose acquisition company, where Merger Sub will merge with the Company, with the Company surviving as a wholly owned subsidiary of KVSB. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions”. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the completion of the Transactions on November 5, 2021 (the “Closing”), KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. On October 20, 2021, the Company granted restricted stock units (“RSUs”) for 660,682 shares of common stock with an estimated aggregate grant date fair value of $18.7 million to eligible employees. The RSUs contain a service-based condition, generally met over four years, to vest in the underlying common stock. On November 2, 2021, KVSB held a special meeting of stockholders and approved the Transactions with Nextdoor. Following the Closing on November 5, 2021, KVSB was renamed to Nextdoor Holdings, Inc. and its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) began trading on the New York Stock Exchange under the ticker symbol “KIND” on November 8, 2021. Pursuant to the terms of the Merger Agreement, each share of Nextdoor common stock that was issued and outstanding immediately prior to the Closing, after giving effect to the conversion of all issued and outstanding shares of Nextdoor redeemable convertible preferred stock to Nextdoor common stock, was canceled and converted into the right to receive a number of shares of Nextdoor Holdings, Inc. Class B common stock equal to the number of shares of Nextdoor common stock multiplied by the exchange ratio of 3.1057. In addition, all outstanding equity awards of Nextdoor were converted into equity awards of Nextdoor Holdings, Inc. Class B common stock with the same terms and vesting conditions adjusted by the exchange ratio of 3.1057. In connection with the Transactions, KVSB completed the sale and issuance of 27,000,000 shares of Nextdoor Holdings, Inc. Class A common stock in a fully committed common stock private placement (“PIPE”) at a purchase price of $10.00 per share. In addition, upon the Closing of the Transactions the performance-based vesting condition for a stock option to purchase 743,184 shares of Nextdoor common stock granted to Nextdoor's Chief Executive Officer and President in March 2021 was satisfied, which resulted in the recognition of stock-based compensation expense of $8.5 million. The option vested in a single installment upon the Closing subject to her continuous employment through such date. Net proceeds from the Transactions totaled approximately $626.7 million which included funds held in KVSB’s trust account (after giving effect to redemptions) and proceeds from the PIPE investment and was net of transaction costs. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The Company has condensed or omitted certain information and note disclosures normally included in financial statements prepared in accordance with GAAP pursuant to the applicable required disclosures and regulations of the U.S Securities and Exchange Commission (“SEC”). As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto, as of and for the year ended December 31, 2020, included in the Proxy Statement/Prospectus filed with the SEC on October 21, 2021. |
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 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 potential differences in accounting standards used. 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. |
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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. Marketable Securities The Company’s marketable securities are comprised of certificates of deposit (“CDs”), commercial paper, corporate securities, U.S. Treasury securities, and asset-backed securities. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its investments as available-for-sale securities as the Company may |
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, 41,634,412 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 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. |
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 $250,000. 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. 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 $250,000. As of September 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. Concentration of Credit and Customer Risks Financial instruments that are exposed to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. The Company maintains cash and cash equivalents and marketable securities with domestic and foreign financial institutions and at times may exceed federally insured limits. The Company performs periodic evaluations of the relative credit standing of these institutions. The |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The Company accounts for certain assets and liabilities at fair value, which is the expected exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified into the following categories based on the degree to which the inputs the Company uses to measure the fair values are observable in active markets. The Company uses the most observable inputs available when measuring fair value. • Level 1: Observable inputs such as unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2: Observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or inputs that are derived principally from or corroborated by observable market data or other means; and • Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
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 statement, 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. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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. 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the U.S. net deferred tax assets have been fully offset by a valuation allowance. The Company operates in various tax jurisdictions which are subject to audit by various tax authorities. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the income tax provision in the consolidated statements of operations. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. Net Loss Per Share Attributable to Common Stockholders The Company presents net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers its redeemable convertible preferred stock, early exercised stock options, and unvested restricted stock to be participating securities and contractually entitles the holders of such shares to participate in dividends but does not contractually obligate the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. The Company computes basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because all potentially dilutive securities are anti-dilutive. |
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. 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. Recently Adopted Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 amends certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”) , which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the consolidated balance sheets. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Upon adoption of the new standard on January 1, 2019, the Company did not elect the package of practical expedients provided under the guidance, and therefore reassessed whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base rent. Any variable payments related to the lease will be recorded as lease expense when and as incurred. The Company has elected this practical expedient for its real estate asset class. As an accounting policy election, the Company has also included both lease and non-lease components within the lease expense. The Company did not elect the hindsight practical expedient. Adoption of the new standard resulted in operating lease ROU assets of $5.4 million and operating lease liabilities of $5.4 million, of which $2.8 million was recorded in operating lease liabilities, current and $2.6 million in operating lease liabilities, non-current on the consolidated balance sheets as of January 1, 2019. The adoption of the new standard did not have a material impact on the consolidated statements of operations or on the consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (“Tax Act”), from accumulated other comprehensive income to retained earnings. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 changes the disclosure requirements for fair value measurement. The Company adopted this standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses ( Topic 326 ): Measurement of Credit Losses on Financial Instruments , and has since issued various amendments including ASU 2018-19, ASU 2019-04, and ASU 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance will be effective for the Company beginning January 1, 2023, though early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Topic 740 – Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The Company has condensed or omitted certain information and note disclosures normally included in financial statements prepared in accordance with GAAP pursuant to the applicable required disclosures and regulations of the U.S Securities and Exchange Commission (“SEC”). As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto, as of and for the year ended December 31, 2020, included in the Proxy Statement/Prospectus filed with the SEC on October 21, 2021. |
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 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 potential differences in accounting standards used. 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. |
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 $978,280 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of September 30, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. |
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, 41,634,412 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 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. |
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 $250,000. 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. 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 $250,000. As of September 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. Concentration of Credit and Customer Risks Financial instruments that are exposed to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. The Company maintains cash and cash equivalents and marketable securities with domestic and foreign financial institutions and at times may exceed federally insured limits. The Company performs periodic evaluations of the relative credit standing of these institutions. The |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
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 ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The Company accounts for certain assets and liabilities at fair value, which is the expected exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified into the following categories based on the degree to which the inputs the Company uses to measure the fair values are observable in active markets. The Company uses the most observable inputs available when measuring fair value. • Level 1: Observable inputs such as unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2: Observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or inputs that are derived principally from or corroborated by observable market data or other means; and • Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
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 statement, 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. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these 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 completion of the Initial Public Offering. Offering costs were $23,576,984 for the period from January 29, 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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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. 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the U.S. net deferred tax assets have been fully offset by a valuation allowance. The Company operates in various tax jurisdictions which are subject to audit by various tax authorities. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the income tax provision in the consolidated statements of operations. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. Net Loss Per Share Attributable to Common Stockholders The Company presents net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers its redeemable convertible preferred stock, early exercised stock options, and unvested restricted stock to be participating securities and contractually entitles the holders of such shares to participate in dividends but does not contractually obligate the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. The Company computes basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because all potentially dilutive securities are anti-dilutive. |
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. 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. Recently Adopted Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 amends certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”) , which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the consolidated balance sheets. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Upon adoption of the new standard on January 1, 2019, the Company did not elect the package of practical expedients provided under the guidance, and therefore reassessed whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base rent. Any variable payments related to the lease will be recorded as lease expense when and as incurred. The Company has elected this practical expedient for its real estate asset class. As an accounting policy election, the Company has also included both lease and non-lease components within the lease expense. The Company did not elect the hindsight practical expedient. Adoption of the new standard resulted in operating lease ROU assets of $5.4 million and operating lease liabilities of $5.4 million, of which $2.8 million was recorded in operating lease liabilities, current and $2.6 million in operating lease liabilities, non-current on the consolidated balance sheets as of January 1, 2019. The adoption of the new standard did not have a material impact on the consolidated statements of operations or on the consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (“Tax Act”), from accumulated other comprehensive income to retained earnings. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 changes the disclosure requirements for fair value measurement. The Company adopted this standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses ( Topic 326 ): Measurement of Credit Losses on Financial Instruments , and has since issued various amendments including ASU 2018-19, ASU 2019-04, and ASU 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance will be effective for the Company beginning January 1, 2023, though early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Topic 740 – Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The Company has condensed or omitted certain information and note disclosures normally included in financial statements prepared in accordance with GAAP pursuant to the applicable required disclosures and regulations of the U.S Securities and Exchange Commission (“SEC”). As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto, as of and for the year ended December 31, 2020, included in the Proxy Statement/Prospectus filed with the SEC on October 21, 2021. |
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 statement, 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. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. |
Foreign Currency | Foreign Currency On January 1, 2020 the Company concluded that the functional currency of its foreign subsidiaries had changed from the U.S. dollar to the local currency of the economic environment in which it primarily operates. This change occurred due to changes in the Company’s operating structure and global operating model. The Company accounted for the change in functional currency prospectively. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. For the year ended December 31, 2020, translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit and unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the consolidated statements of operations. For the year ended December 31, 2019, foreign currency gains or losses were recorded in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consist of highly liquid investments with insignificant interest rate risk and original maturities of three months or less at the time of purchase. Cash and cash equivalents include demand deposits and money market accounts. Interest is accrued as earned. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Marketable Securities | Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. Marketable Securities The Company’s marketable securities are comprised of certificates of deposit (“CDs”), commercial paper, corporate securities, U.S. Treasury securities, and asset-backed securities. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its investments as available-for-sale securities as the Company may |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the balance sheet. The fair value hierarchy is categorized into three levels based on the inputs as follows: • 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. Fair Value Measurements The Company accounts for certain assets and liabilities at fair value, which is the expected exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified into the following categories based on the degree to which the inputs the Company uses to measure the fair values are observable in active markets. The Company uses the most observable inputs available when measuring fair value. • Level 1: Observable inputs such as unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2: Observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, or inputs that are derived principally from or corroborated by observable market data or other means; and • Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsThe Company records accounts receivable at the original invoiced amount. The Company maintains an allowance for doubtful accounts for any receivables it may be unable to collect and reduces the allowance when it determines that it will be unable to collect specific receivables. The Company determines the allowance based on its receivables’ age, the customers’ credit quality, and current economic conditions, among other factors that may affect the customers’ ability to pay. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance is primarily invested in a savings account and pledged as collateral for standby letters of credit as security deposits for the Company’s office leases. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated useful life of 5 years or the lease term Maintenance and repair costs are expensed as incurred. |
Capitalized Internal-use Software | Capitalized Internal-use SoftwareThe Company capitalizes internal-use software costs when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred and costs related to the application development stage are capitalized. Capitalized costs are recorded as part of property and equipment, net. The capitalized costs related to internal-use software are amortized on a straight-line basis over an estimated useful life of two |
Business Combinations | Business CombinationsThe Company includes the results of operations of the businesses that it acquires from the date of acquisition. The Company accounts for its acquisitions using the acquisition method of accounting. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, expected long-term market growth, future expected operating expenses, appropriate discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, which is not to exceed one year from the acquisition date, any subsequent adjustments are recorded in the consolidated statements of operations. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the acquisition method of accounting. Goodwill is not amortized, but is tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. For all periods presented the Company had one reporting unit. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines, based on the qualitative factors, that the fair value of the reporting unit is more likely than not to be less than the carrying amount, then a quantitative goodwill impairment test is required. There was no impairment of goodwill recorded for the years ended December 31, 2020 and 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsProperty and equipment and other long-lived assets, such as finite-lived intangible assets, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If impairment is indicated, an impairment loss is recognized as the amount by which the carrying amount exceeds the fair value. |
Leases | Leases Results and disclosure requirements for all periods presented are presented under ASU 2016-02, Leases (“Topic 842”). The Company has various lease agreements related to real estate that are all classified as operating leases. At the inception of the Company’s contracts it determines if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For leases that have greater than a 12-month lease term, right-of-use (“ROU”) assets and operating lease liabilities are recognized on the consolidated balance sheets at commencement date based on the present value of remaining fixed lease payments. Certain of the Company’s leases include options to extend the lease, with renewal terms that can extend the lease term from one month to five years. If the Company is reasonably certain to exercise an option to extend a lease, the extension period is included as part of the ROU asset and the operating lease liability. When the discount rate implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate at lease commencement in order to discount lease payments to present value for purposes of performing lease classification tests and measuring the lease liability. The Company’s incremental borrowing rate represents the rate of interest the Company would have to pay to borrow, on a collateralized basis, over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes accrued lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. The Company’s lease payments are largely fixed. Variable lease payments exist in circumstances such as payments for property tax, insurance, and common area maintenance. Variable lease payments are recognized in operating expense in the period in which the obligation for those payments are incurred. Certain of the Company’s leases include an option to early terminate the lease. The Company’s leases may contain early termination options which may result in an early termination fee. The Company early terminated one of its leases in October 2020 and incurred an early termination fee of $0.1 million. The Company has a significant lease for its new headquarters in San Francisco, California, which does not include an option to early terminate. The first portion of the lease commenced in June 2020 and the second, and final portion of the lease, commenced in January 2021. For the Company’s leases, it has elected to not apply the recognition requirements to leases of twelve months or less. These leases are expensed on a straight-line basis and no operating lease liability will be recorded. |
Concentration of Credit and Customer 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 $250,000. 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. 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 $250,000. As of September 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. Concentration of Credit and Customer Risks Financial instruments that are exposed to concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. The Company maintains cash and cash equivalents and marketable securities with domestic and foreign financial institutions and at times may exceed federally insured limits. The Company performs periodic evaluations of the relative credit standing of these institutions. The |
Revenue Recognition, Deferred Revenue, Practical Expedients and Exemptions and Cost of Revenue | Revenue Recognition The Company generates a majority of its revenue from the delivery of advertising services. The Company determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company recognizes advertising revenue after satisfying its contractual performance obligation, which, for the majority of its advertising arrangements, is when an advertising impression is displayed to users. None of the Company’s arrangements contain minimum impression guarantees. The Company typically bills advertisers on a monthly basis and the payment terms vary by customer type and location. The Company has other advertising arrangements for the sale of local sponsorship and local deals which are typically fixed-fee arrangements and revenue is recognized on a straight-line basis over the non-cancellable contractual term of the agreement, generally beginning on the date its service is made available to the customer. Deferred Revenue In certain advertising arrangements the Company requires payment upfront from its customers. The Company records deferred revenue when it collects cash from customers in advance of revenue recognition. As of December 31, 2020 and 2019, deferred revenue was $2.6 million and $0.7 million, respectively, and included within accrued expenses and other current liabilities on the consolidated balance sheets. For the years ended December 31, 2020 and 2019, revenue recognized from deferred revenue at the beginning of each year was $0.7 million and $0.2 million, respectively. Practical Expedients and Exemptions The Company expenses sales commissions as incurred because the expected period of benefit is less than one year. These costs are recorded within sales and marketing expenses in the consolidated statements of operations. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. Cost of Revenue Cost of revenue consists primarily of expenses associated with the delivery of the Company’s revenue generating activities, including third-party costs of hosting its platform and allocated personnel-related costs, including salaries, benefits and stock-based compensation for employees engaged in development of its revenue generating products. Cost of revenue also includes third-party costs associated with delivering and supporting its advertising products and credit card transaction fees related to processing customer transactions. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based compensation for its employees engaged in research and development, as well as costs for consultants, contractors and third-party software. In addition, allocated overhead costs, such as facilities, information technology, and depreciation are included in research and development expenses. |
Sales and Marketing, General and Administrative | Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs and other costs which include salaries, commissions, benefits, and stock-based compensation for employees engaged in sales and marketing activities as well as other costs including third-party consulting, public relations, allocated overhead costs, and amortization of acquired intangible assets. Sales and marketing expenses also include brand and performance marketing for both user and small and mid-sized customer acquisition, and neighbor services, which includes personnel-related costs for the Company's neighbor support team, its outsourced neighbor support function, and verification costs. General and Administrative General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation, for certain executives, finance, legal, information technology, human resources, and other administrative employees. In addition, general and administrative expenses include fees and costs for professional services, including consulting, third-party legal and accounting services, and allocated overhead costs. |
Advertising Cost | Advertising CostsAdvertising costs which consist primarily of brand and performance marketing are expensed as incurred and are included in sales and marketing expense in the consolidated statements of operations. |
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 statements 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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. 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 statements 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 September 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the U.S. net deferred tax assets have been fully offset by a valuation allowance. The Company operates in various tax jurisdictions which are subject to audit by various tax authorities. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the income tax provision in the consolidated statements of operations. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” 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 $20.00, $25.00 and $30.00 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, to the extent the redemption value exceeds the fair value, in the calculation of the net income/(loss) per common stock. As of September 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 income (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 three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The June 30, 2021 Form 10-Q statement of operations and Note 2, Summary of Significant Accounting Policies, Net Loss per Share Common Stock, included an immaterial misstatement related to the numerator in the earnings (loss) per share calculation for the three months ended June 30, 2021 and for the period from January 29, 2021 (inception) through June 30, 2021 for all three classes of common stock. The numerator incorrectly included accretion of temporary equity to redemption value of $2,498,065 instead of $0 for each of these periods. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the three months ended June 30, 2021 should have been ($0.07) per share compared to ($0.06) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.07) per share compared to ($0.12) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.07) per share compared to ($0.12) per share disclosed. Basic and diluted net loss per share for the Class A common stock subject to possible redemption for the period from January 29, 2021 (inception) through June 30, 2021 should have been ($0.53) per share compared to ($0.51) per share disclosed; basic and diluted net loss per share for the Class A non-redeemable common stock should have been ($0.53) per share compared to ($0.60) per share disclosed; and basic and diluted net loss per share for the Class B common stock should have been ($0.53) per share compared to ($0.60) per share disclosed. Net Loss Per Share Attributable to Common Stockholders The Company presents net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers its redeemable convertible preferred stock, early exercised stock options, and unvested restricted stock to be participating securities and contractually entitles the holders of such shares to participate in dividends but does not contractually obligate the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. The Company computes basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because all potentially dilutive securities are anti-dilutive. |
Stock-Based Compensation | Stock-Based CompensationStock-based compensation expense for stock-based awards granted to employees and non-employees is measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations on a straight-line basis over the period during which services are provided in exchange for the award, generally, the vesting period of the award. The grant date fair value of stock options granted is estimated using the Black-Scholes option pricing model. Forfeitures are accounted for as they occur. |
Segments | SegmentsThe Company has one reportable and operating segment. The Company’s chief operating decision maker is its Chief Executive Officer ("CEO"), who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. |
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. 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. Recently Adopted Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 amends certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”) , which generally requires companies to recognize operating and financing lease liabilities and corresponding ROU assets on the consolidated balance sheets. On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Upon adoption of the new standard on January 1, 2019, the Company did not elect the package of practical expedients provided under the guidance, and therefore reassessed whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the payments for a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs in addition to a base rent. Any variable payments related to the lease will be recorded as lease expense when and as incurred. The Company has elected this practical expedient for its real estate asset class. As an accounting policy election, the Company has also included both lease and non-lease components within the lease expense. The Company did not elect the hindsight practical expedient. Adoption of the new standard resulted in operating lease ROU assets of $5.4 million and operating lease liabilities of $5.4 million, of which $2.8 million was recorded in operating lease liabilities, current and $2.6 million in operating lease liabilities, non-current on the consolidated balance sheets as of January 1, 2019. The adoption of the new standard did not have a material impact on the consolidated statements of operations or on the consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (“Tax Act”), from accumulated other comprehensive income to retained earnings. The Company adopted this standard as of January 1, 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 changes the disclosure requirements for fair value measurement. The Company adopted this standard as of January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses ( Topic 326 ): Measurement of Credit Losses on Financial Instruments , and has since issued various amendments including ASU 2018-19, ASU 2019-04, and ASU 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance will be effective for the Company beginning January 1, 2023, though early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Topic 740 – Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial statements, operating results and cash flows for the period presented. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. The Company has condensed or omitted certain information and note disclosures normally included in financial statements prepared in accordance with GAAP pursuant to the applicable required disclosures and regulations of the U.S Securities and Exchange Commission (“SEC”). As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto, as of and for the year ended December 31, 2020, included in the Proxy Statement/Prospectus filed with the SEC on October 21, 2021. |
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 statement, 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. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates include, but are not limited to, valuation of financial instruments, valuation of common stock and stock-based awards, revenue recognition, collectability of accounts receivable, valuation of acquired intangible assets and goodwill, useful lives of intangible assets, useful lives of property and equipment, the incremental borrowing rate applied in lease accounting, income taxes and deferred income tax assets and associated valuation allowances. The Company bases these estimates and assumptions on historical experience and various other assumptions that it considers reasonable. The actual results could differ materially from these estimates. |
Deferred Transaction Costs | Deferred Transaction CostsDeferred transaction costs, which consist of direct incremental legal, accounting, consulting, and other fees incurred by the Company related to the Transactions are capitalized in other assets on the condensed consolidated balance sheets. The deferred transaction costs will be charged to stockholders’ equity upon the completion of the Transactions. Deferred transaction costs as of September 30, 2021 were $4.6 million. There were no deferred transaction costs recorded as of December 31, 2020. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) A reconciliation of net loss per common stock is as follows: For the three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 |
Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte-Carlo simulation model for Class K common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 The key inputs into the Monte-Carlo simulation model for Class K Founder Shares derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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 Shares Derivative Liability Fair value, January 29, 2021 (inception) $ 36,550,000 Change in fair value of Class K Founder Shares liability (22,950,000) Fair value, March 31, 2021 (unaudited) 13,600,000 Change in fair value of Class K Founder Shares liability 2,950,000 Fair value, June 30, 2021 (audited) $ 16,550,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 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 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) A reconciliation of net loss per common stock is as follows: For the three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets That are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,354,760 Liabilities: Derivative liability – Class K Founder Shares 3 $ 10,300,000 |
Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte-Carlo simulation model for Class K common stock were as follows as of the issuance date and as of June 30, 2021: Input January 29, 2021 June 30, 2021 Risk-free interest rate 1.16 % 1.48 % Term to business combination 0.9 years 0.5 years Expected volatility 21.0 % 15.0 % Stock Price $ 10.00 $ 9.94 The key inputs into the Monte-Carlo simulation model for Class K Founder Shares derivative liabilities were as follows as of the issuance date and as of September 30, 2021: Input January 29, 2021 (Inception) September 30, 2021 Risk-free interest rate 1.16 % 1.53 % Term to business combination 0.9 years 0.3 years Expected volatility 21.00 % 12.50 % Stock price $ 10.00 $ 10.18 Dividend yield 0.00 % 0.00 % |
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 derivative liabilities, a Level 3 liability, measured on a recurring basis, as of September 30, 2021: Class K Founder Shares Initial measurement on January 29, 2021 $ 36,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (22,950,000) Fair Value, March 31, 2021 (unaudited) $ 13,600,000 Change in fair value of Class K Founder Shares Derivative Liabilities 2,950,000 Fair Value, June 30, 2021 (audited) $ 16,550,000 Change in fair value of Class K Founder Shares Derivative Liabilities (6,250,000) Fair Value, September 30, 2021 (unaudited) $ 10,300,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated useful life of 5 years or the lease term Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 2,002 $ 1,193 Furniture and fixtures 1,174 122 Capitalized internal-use software 1,842 1,530 Leasehold improvements 2,850 — Property and equipment, gross 7,868 2,845 Less: accumulated depreciation and amortization (2,150) (1,186) Property and equipment, net $ 5,718 $ 1,659 Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Computer equipment and software $ 2,957 $ 2,002 Furniture and fixtures 2,170 1,174 Capitalized internal-use software 1,842 1,842 Leasehold improvements 8,942 2,850 Property and equipment, gross 15,911 7,868 Less: accumulated depreciation and amortization (3,617) (2,150) Property and equipment, net $ 12,294 $ 5,718 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value on the date of acquisition as follows (in thousands): Cash and cash equivalents $ 20 Accounts receivable 64 Prepaid expenses and other current assets 87 Capitalized internal-use software costs (recorded in property and equipment) 897 Goodwill 1,211 Intangible assets, net 5,630 Accrued expenses and other current liabilities (286) Total purchase consideration $ 7,623 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash and Cash Equivalents | The amortized costs, unrealized gains and losses, and estimated fair values of the Company’s cash equivalents and marketable securities were as follows (in thousands): As of December 31, 2020 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper 27,473 — — 27,473 Corporate securities 6,940 — (2) 6,938 U.S. Treasury securities 16,157 1 — 16,158 Asset-backed securities 2,772 — — 2,772 Total marketable securities 53,342 1 (2) 53,341 Total $ 81,713 $ 1 $ (2) $ 81,712 As of December 31, 2019 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit 4,586 — — 4,586 Commercial paper 18,128 — — 18,128 Corporate securities 11,176 2 — 11,178 U.S. Treasury securities 51,317 28 — 51,345 Asset-backed securities 10,203 5 — 10,208 Total marketable securities 95,410 35 — 95,445 Total $ 99,500 $ 35 $ — $ 99,535 |
Schedule of Debt Securities, Available-for-sale | The amortized costs, unrealized gains and losses, and estimated fair values of the Company’s cash equivalents and marketable securities were as follows (in thousands): As of December 31, 2020 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper 27,473 — — 27,473 Corporate securities 6,940 — (2) 6,938 U.S. Treasury securities 16,157 1 — 16,158 Asset-backed securities 2,772 — — 2,772 Total marketable securities 53,342 1 (2) 53,341 Total $ 81,713 $ 1 $ (2) $ 81,712 As of December 31, 2019 Amortized Unrealized Unrealized Estimated Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit 4,586 — — 4,586 Commercial paper 18,128 — — 18,128 Corporate securities 11,176 2 — 11,178 U.S. Treasury securities 51,317 28 — 51,345 Asset-backed securities 10,203 5 — 10,208 Total marketable securities 95,410 35 — 95,445 Total $ 99,500 $ 35 $ — $ 99,535 |
Investments Classified by Contractual Maturity Date | The following tables present the contractual maturities of the Company’s marketable securities (in thousands): As of December 31, 2020 Amortized Cost Estimated Fair Value Due within one year $ 53,342 $ 53,341 As of December 31, 2019 Amortized Cost Estimated Fair Value Due within one year $ 95,410 $ 95,445 |
Fair Value Measurements (Tabl_3
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property, Plant and Equipment | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated useful life of 5 years or the lease term Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 2,002 $ 1,193 Furniture and fixtures 1,174 122 Capitalized internal-use software 1,842 1,530 Leasehold improvements 2,850 — Property and equipment, gross 7,868 2,845 Less: accumulated depreciation and amortization (2,150) (1,186) Property and equipment, net $ 5,718 $ 1,659 Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Computer equipment and software $ 2,957 $ 2,002 Furniture and fixtures 2,170 1,174 Capitalized internal-use software 1,842 1,842 Leasehold improvements 8,942 2,850 Property and equipment, gross 15,911 7,868 Less: accumulated depreciation and amortization (3,617) (2,150) Property and equipment, net $ 12,294 $ 5,718 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (3,451) $ 3,617 3.0 Developed technology 4,600 (1,230) 3,370 3.7 Total intangible assets, net $ 11,668 $ (4,681) $ 6,987 3.3 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Customer relationships $ 7,068 $ (2,167) $ 4,901 4.0 Developed technology 4,600 (460) 4,140 4.7 Trade name 30 (7) 23 1.7 Total intangible assets, net $ 11,698 $ (2,634) $ 9,064 3.6 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Expected future amortization expense for intangible assets as of December 31, 2020 was as follows (in thousands): Years Ending December 31, Amount 2021 $ 2,173 2022 1,785 2023 1,785 2024 1,008 2025 236 Thereafter — Total $ 6,987 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation $ 6,888 $ 2,044 Liability for early exercise of unvested stock options 1,133 1,658 Accrued purchase consideration for acquisition — 975 Taxes payable 516 376 Deferred revenue 2,585 652 Other accrued and current liabilities 3,876 2,417 Accrued expenses and other current liabilities $ 14,998 $ 8,122 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Accrued compensation $ 6,372 $ 6,888 Liability for early exercise of unvested stock options 808 1,133 Taxes payable 597 516 Deferred revenue 4,568 2,585 Other accrued and current liabilities 8,615 3,876 Accrued expenses and other current liabilities $ 20,960 $ 14,998 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease costs were as follows (in thousands): Years Ended December 31, 2020 2019 Operating lease cost $ 6,278 $ 3,185 Short-term lease cost 495 157 Variable lease cost 452 636 Total $ 7,225 $ 3,978 Other information related to the Company’s operating leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,624 $ 149 ROU assets obtained in exchange for lease obligations: Operating leases $ 39,664 $ 984 Lease terms and discount rates for operating leases were as follows: As of December 31, 2020 2019 Weighted average remaining lease term (years) 8.2 1.0 Weighted average discount rate 5.3 % 3.5 % The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 2,469 $ 2,565 $ 7,376 $ 4,261 Short-term lease cost 108 56 253 360 Variable lease cost 118 84 248 376 Total $ 2,695 $ 2,705 $ 7,877 $ 4,997 Other information related to the Company’s operating leases was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,474 $ 2,003 $ 6,585 $ 3,720 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ — $ 28,252 $ 39,664 Lease terms and discount rates for operating leases were as follows: As of September 30, As of December 31, 2021 2020 Weighted average remaining lease term (years) 7.6 8.2 Weighted average discount rate 4.5 % 5.3 % |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2020, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 $ 5,321 2022 5,439 2023 5,602 2024 5,770 2025 5,943 Thereafter 21,118 Total lease payments 49,193 Less: imputed interest (9,591) Present value of lease liabilities 39,602 Less: current operating lease liabilities (3,348) Long-term operating lease liabilities $ 36,254 As of September 30, 2021, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 (remaining three months) $ 2,474 2022 10,045 2023 10,347 2024 10,657 2025 10,977 Thereafter 39,003 Total lease payments 83,503 Less: imputed interest (13,077) Present value of lease liabilities 70,426 Less: current operating lease liabilities (6,978) Long-term operating lease liabilities $ 63,448 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | The Company’s redeemable convertible preferred stock as of December 31, 2020 and 2019 consisted of the following (in thousands, except for per share data): Redeemable Convertible Preferred Stock Authorized Redeemable Convertible Preferred Stock Issued and Outstanding Issuance Price Per Share Carrying Value Aggregate Liquidation Preference Series A 10,100 10,100 $ 0.50 $ 4,999 $ 5,050 Series B 11,477 11,477 0.63 7,178 7,225 Series C 7,274 7,274 2.57 18,587 18,658 Series D 6,795 6,795 3.19 21,592 21,668 Series E 6,784 6,784 8.84 59,930 59,996 Series F 7,605 7,605 14.50 110,211 110,293 Series G 2,958 2,958 18.59 54,865 55,000 Series H 8,339 8,339 20.39 169,804 170,000 61,332 61,332 $ 447,166 $ 447,890 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 15,125 13,596 Shares reserved for future award issuances 4,044 7,763 Total 80,501 82,691 As of September 30, As of December 31, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 19,511 15,125 Unvested restricted stock units (RSUs) 209 — Shares reserved for future award issuances 2,266 4,044 Total 83,318 80,501 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2019 13,596 $ 4.47 7.8 $ 39,266 Options granted 5,609 $ 7.37 Options exercised (2,190) $ 2.91 Options forfeited or expired (1,890) $ 6.04 Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options vested and exercisable at December 31, 2020 6,274 $ 3.89 6.0 $ 22,405 Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options granted 8,134 $ 9.44 Options exercised (2,940) $ 4.35 Options forfeited or expired (808) $ 7.48 Balances at September 30, 2021 19,511 $ 7.22 8.4 $ 410,039 Options vested and exercisable at September 30, 2021 6,215 $ 4.93 6.3 $ 145,292 |
Schedule of Assumptions Used to Calculate Fair Value of Stock Option Grants | The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Years Ended December 31, 2020 2019 Expected volatility 48.8% -53.4% 48.0% -50.8% Expected term (years) 6.0 6.0 Risk-free interest rate 0.6% 1.9% Expected dividend yield — — Fair value of common stock per share $12.06 - $13.11 $7.75 - $12.40 The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Nine Months Ended September 30, 2021 2020 Expected volatility 53.7% - 54.5% 48.8% - 53.4% Expected term (years) 6.3 6.0 Risk-free interest rate 1.1% 0.6% Expected dividend yield — — Fair value of common stock per share $15.27-$21.20 $12.06-$12.28 |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2020 2019 Cost of revenue $ 905 $ 482 Research and development 10,235 4,615 Sales and marketing 3,403 2,160 General and administrative 8,065 6,824 Total $ 22,608 $ 14,081 The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 383 $ 247 $ 981 $ 680 Research and development 5,680 2,839 13,954 7,373 Sales and marketing 1,711 1,072 4,461 2,190 General and administrative 2,818 2,005 7,575 5,967 Total $ 10,592 $ 6,163 $ 26,971 $ 16,210 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of earnings per share basic and diluted loss per common share | A reconciliation of net loss per common stock is as follows for the period from January 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) A reconciliation of net loss per common stock is as follows: For the three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Years Ended December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 15,125 13,596 Unvested early exercised stock options subject to repurchase 223 317 Unvested restricted stock 2,274 3,743 Contingently issuable shares 66 147 Total 79,020 79,135 The following potentially dilutive securities outstanding at the end of the period have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Three and Nine Months Ended September 30, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 19,511 15,909 Unvested RSUs 209 — Unvested early exercised stock options subject to repurchase 159 240 Unvested restricted stock 1,344 2,584 Contingently issuable shares 58 82 Total 82,613 80,147 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes during the years ended December 31, 2020 and 2019 were as follows (in thousands): Years Ended December 31, 2020 2019 Domestic $ (74,882) $ (73,742) Foreign (225) 617 Loss before income taxes $ (75,107) $ (73,125) |
Schedule of Provision for Income Taxes | The provision for income taxes was as follows (in thousands): Years Ended December 31, 2020 2019 Current: Federal $ — $ — State 11 3 Foreign 116 153 Total current provision for income taxes 127 156 Deferred: Federal — — State — — Foreign — — Total deferred provision for income taxes — — Total provision for income taxes $ 127 $ 156 |
Schedule of Effective Tax Rate | Income tax expense (benefit) differed from the amount computed by applying the federal statutory income tax rate of 21% to pretax loss as a result of the following: Years Ended December 31, 2020 2019 Statutory rate (21.0) % (21.0) % State tax (2.5) (6.5) Permanent items 0.4 0.3 Stock-based compensation 4.3 3.4 R&D credit (4.2) (2.7) Other 0.1 0.1 Changes in valuation allowance 22.9 26.6 Foreign rate differential 0.2 — Effective tax rate 0.2 % 0.2 % |
Schedule of Deferred Taxes | The tax effects of significant items comprising the Company’s deferred taxes were as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss $ 82,031 $ 77,082 Credit carryforwards 10,143 6,971 Stock-based compensation 3,149 2,782 Lease liability 9,288 868 Reserves, accruals and other 1,152 1,556 Total deferred tax assets 105,763 89,259 Valuation allowance (96,044) (87,326) Total deferred tax assets, net 9,719 1,933 Deferred tax liabilities: Fixed asset basis and other (858) (1,038) ROU asset basis (8,861) (859) Total deferred tax liabilities (9,719) (1,897) Net deferred tax assets $ — $ 36 |
Schedule of Unrecognized Tax Benefit | A reconciliation of the beginning and ending balances of unrecognized tax benefit were as follows (in thousands): Years Ended December 31, 2020 2019 Gross unrecognized tax benefits - beginning of year $ 6,972 $ 4,647 Increases related to current year tax positions 3,129 1,939 Increases related to prior year tax positions 43 386 Gross unrecognized tax benefits - end of year $ 10,144 $ 6,972 |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue disaggregated by geography | Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Years Ended December 31, 2020 2019 United States $ 119,118 $ 81,550 International (1) 4,166 1,002 Total $ 123,284 $ 82,552 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 50,751 $ 30,861 $ 126,885 $ 80,887 International (1) 1,954 965 5,985 2,280 Total $ 52,705 $ 31,826 $ 132,870 $ 83,167 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. |
Fair Value Measurements (Tabl_4
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021, including the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 416,350,445 Liabilities: Derivative liability – Class K Founder Shares 3 $ 16,550,000 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 Fair Value Measurement as of Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,090 $ — $ — $ 4,090 Marketable securities: Certificates of deposit — 4,586 — 4,586 Commercial paper — 18,128 — 18,128 Corporate securities — 11,178 — 11,178 U.S. Treasury securities — 51,345 — 51,345 Asset-backed securities — 10,208 — 10,208 Total marketable securities — 95,445 — 95,445 Total cash equivalents and marketable securities $ 4,090 $ 95,445 $ — $ 99,535 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurement as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 18,014 $ — $ — $ 18,014 Marketable securities: Commercial paper — 26,573 — 26,573 Corporate securities — 5,493 — 5,493 U.S. Treasury securities — — — — Asset-backed securities — 8,173 — 8,173 Total marketable securities — 40,239 — 40,239 Total cash equivalents and marketable securities $ 18,014 $ 40,239 $ — $ 58,253 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,371 $ — $ — $ 28,371 Marketable securities: Commercial paper — 27,473 — 27,473 Corporate securities — 6,938 — 6,938 U.S. Treasury securities — 16,158 — 16,158 Asset-backed securities — 2,772 — 2,772 Total marketable securities — 53,341 — 53,341 Total cash equivalents and marketable securities $ 28,371 $ 53,341 $ — $ 81,712 |
Other Balance Sheet Component_3
Other Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property, Plant and Equipment | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated useful life of 5 years or the lease term Property and equipment, net consisted of the following (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 2,002 $ 1,193 Furniture and fixtures 1,174 122 Capitalized internal-use software 1,842 1,530 Leasehold improvements 2,850 — Property and equipment, gross 7,868 2,845 Less: accumulated depreciation and amortization (2,150) (1,186) Property and equipment, net $ 5,718 $ 1,659 Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Computer equipment and software $ 2,957 $ 2,002 Furniture and fixtures 2,170 1,174 Capitalized internal-use software 1,842 1,842 Leasehold improvements 8,942 2,850 Property and equipment, gross 15,911 7,868 Less: accumulated depreciation and amortization (3,617) (2,150) Property and equipment, net $ 12,294 $ 5,718 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation $ 6,888 $ 2,044 Liability for early exercise of unvested stock options 1,133 1,658 Accrued purchase consideration for acquisition — 975 Taxes payable 516 376 Deferred revenue 2,585 652 Other accrued and current liabilities 3,876 2,417 Accrued expenses and other current liabilities $ 14,998 $ 8,122 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Accrued compensation $ 6,372 $ 6,888 Liability for early exercise of unvested stock options 808 1,133 Taxes payable 597 516 Deferred revenue 4,568 2,585 Other accrued and current liabilities 8,615 3,876 Accrued expenses and other current liabilities $ 20,960 $ 14,998 |
Leases (Tables)_2
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease costs were as follows (in thousands): Years Ended December 31, 2020 2019 Operating lease cost $ 6,278 $ 3,185 Short-term lease cost 495 157 Variable lease cost 452 636 Total $ 7,225 $ 3,978 Other information related to the Company’s operating leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,624 $ 149 ROU assets obtained in exchange for lease obligations: Operating leases $ 39,664 $ 984 Lease terms and discount rates for operating leases were as follows: As of December 31, 2020 2019 Weighted average remaining lease term (years) 8.2 1.0 Weighted average discount rate 5.3 % 3.5 % The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 2,469 $ 2,565 $ 7,376 $ 4,261 Short-term lease cost 108 56 253 360 Variable lease cost 118 84 248 376 Total $ 2,695 $ 2,705 $ 7,877 $ 4,997 Other information related to the Company’s operating leases was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,474 $ 2,003 $ 6,585 $ 3,720 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ — $ 28,252 $ 39,664 Lease terms and discount rates for operating leases were as follows: As of September 30, As of December 31, 2021 2020 Weighted average remaining lease term (years) 7.6 8.2 Weighted average discount rate 4.5 % 5.3 % |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2020, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 $ 5,321 2022 5,439 2023 5,602 2024 5,770 2025 5,943 Thereafter 21,118 Total lease payments 49,193 Less: imputed interest (9,591) Present value of lease liabilities 39,602 Less: current operating lease liabilities (3,348) Long-term operating lease liabilities $ 36,254 As of September 30, 2021, future minimum lease payments under operating leases were as follows (in thousands): Years Ending December 31, Amount 2021 (remaining three months) $ 2,474 2022 10,045 2023 10,347 2024 10,657 2025 10,977 Thereafter 39,003 Total lease payments 83,503 Less: imputed interest (13,077) Present value of lease liabilities 70,426 Less: current operating lease liabilities (6,978) Long-term operating lease liabilities $ 63,448 |
Commitment and Contingencies _2
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | As of December 31, 2020, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 $ 2,502 2022 2,245 Thereafter — Total $ 4,747 As of September 30, 2021, the Company had non-cancellable purchase commitments with certain service providers primarily related to the provision of cloud computing services as follows (in thousands): Total Commitments Years Ending December 31, 2021 (remaining three months) $ 3,568 2022 18,978 2023 22,528 2024 10,417 Thereafter — Total $ 55,491 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance on an as-converted basis were as follows (in thousands): As of December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 15,125 13,596 Shares reserved for future award issuances 4,044 7,763 Total 80,501 82,691 As of September 30, As of December 31, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Stock options outstanding 19,511 15,125 Unvested restricted stock units (RSUs) 209 — Shares reserved for future award issuances 2,266 4,044 Total 83,318 80,501 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the Plan and related information was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2019 13,596 $ 4.47 7.8 $ 39,266 Options granted 5,609 $ 7.37 Options exercised (2,190) $ 2.91 Options forfeited or expired (1,890) $ 6.04 Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options vested and exercisable at December 31, 2020 6,274 $ 3.89 6.0 $ 22,405 Number of Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balances at December 31, 2020 15,125 $ 5.58 7.8 $ 28,467 Options granted 8,134 $ 9.44 Options exercised (2,940) $ 4.35 Options forfeited or expired (808) $ 7.48 Balances at September 30, 2021 19,511 $ 7.22 8.4 $ 410,039 Options vested and exercisable at September 30, 2021 6,215 $ 4.93 6.3 $ 145,292 |
Summary of RSU Activity | A summary of the Company’s RSU activity under the 2018 Plan and related information was as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — RSUs granted 209 $ 23.45 RSUs vested — $ — RSUs forfeited — $ — Unvested at September 30, 2021 209 $ 23.45 |
Schedule of Assumptions Used to Calculate Fair Value of Stock Option Grants | The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Years Ended December 31, 2020 2019 Expected volatility 48.8% -53.4% 48.0% -50.8% Expected term (years) 6.0 6.0 Risk-free interest rate 0.6% 1.9% Expected dividend yield — — Fair value of common stock per share $12.06 - $13.11 $7.75 - $12.40 The following assumptions were used to calculate the fair value of employee and non-employee stock option grants made during the following periods: Nine Months Ended September 30, 2021 2020 Expected volatility 53.7% - 54.5% 48.8% - 53.4% Expected term (years) 6.3 6.0 Risk-free interest rate 1.1% 0.6% Expected dividend yield — — Fair value of common stock per share $15.27-$21.20 $12.06-$12.28 |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2020 2019 Cost of revenue $ 905 $ 482 Research and development 10,235 4,615 Sales and marketing 3,403 2,160 General and administrative 8,065 6,824 Total $ 22,608 $ 14,081 The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 383 $ 247 $ 981 $ 680 Research and development 5,680 2,839 13,954 7,373 Sales and marketing 1,711 1,072 4,461 2,190 General and administrative 2,818 2,005 7,575 5,967 Total $ 10,592 $ 6,163 $ 26,971 $ 16,210 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of earnings per share basic and diluted loss per common share | A reconciliation of net loss per common stock is as follows for the period from January 29, 2021 (inception) through June 30, 2021: Net loss $ (16,940,140) Accretion of temporary equity to redemption value (2,498,065) Net loss including accretion of temporary equity to redemption value $ (19,438,205) 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 (15,989,188) (435,182) (3,013,835) Accretion of temporary equity to redemption value 2,498,065 — — Allocation of net income (loss) (13,491,123) (435,182) (3,013,835) Denominator Weighted-average shares outstanding 26,526,318 721,974 5,000,000 Basic and diluted net income (loss) per share $ (0.51) $ (0.60) $ (0.60) A reconciliation of net loss per common stock is as follows: For the three Inception to date Net Income (loss) $ 4,008,374 $ (12,931,766) Accretion of temporary equity to redemption value — — Net loss including accretion of temporary equity to redemption value $ 4,008,374 $ (12,931,766) For the three months ended September 30, Inception to date September 30, 2021 (Unaudited) (Unaudited) Class A-t Class A-p Class B 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 $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Accretion of temporary equity to redemption value — — — — — — Allocation of net income (loss) $ 3,493,750 $ 95,049 $ 419,575 $ (10,937,054) $ (297,614) $ (1,697,098) Denominator Weighted average shares outstanding, basic and diluted 41,634,412 1,132,688 5,000,000 32,222,812 876,833 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ 0.08 $ (0.34) $ (0.34) $ (0.34) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Years Ended December 31, 2020 2019 Net loss attributable to common stockholders $ (75,234) $ (73,281) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,040 25,916 Net loss per share attributable to common stockholders - basic and diluted $ (2.59) $ (2.83) The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common stockholders $ (19,363) $ (19,166) $ (66,002) $ (60,298) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 34,256 29,306 33,003 28,707 Net loss per share attributable to common stockholders - basic and diluted $ (0.57) $ (0.65) $ (2.00) $ (2.10) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities outstanding have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Years Ended December 31, 2020 2019 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 15,125 13,596 Unvested early exercised stock options subject to repurchase 223 317 Unvested restricted stock 2,274 3,743 Contingently issuable shares 66 147 Total 79,020 79,135 The following potentially dilutive securities outstanding at the end of the period have been excluded from the computations of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported (in thousands): Three and Nine Months Ended September 30, 2021 2020 Redeemable convertible preferred stock 61,332 61,332 Outstanding stock options 19,511 15,909 Unvested RSUs 209 — Unvested early exercised stock options subject to repurchase 159 240 Unvested restricted stock 1,344 2,584 Contingently issuable shares 58 82 Total 82,613 80,147 |
Geographical Information (Tab_2
Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue disaggregated by geography | Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Years Ended December 31, 2020 2019 United States $ 119,118 $ 81,550 International (1) 4,166 1,002 Total $ 123,284 $ 82,552 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. Revenue disaggregated by geography based on the customers’ location was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 50,751 $ 30,861 $ 126,885 $ 80,887 International (1) 1,954 965 5,985 2,280 Total $ 52,705 $ 31,826 $ 132,870 $ 83,167 __________________ (1) No individual country made up 10% or more of total revenue for any period presented. |
Description of Organization, _3
Description of Organization, Business Operations, Going Concern - Additional Information (Details) - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 26, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Khosla | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||
Proceeds from issuance initial public offering | $ 400,000,000 | |||||||||||
Proceeds from issuance of private placement | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | $ 407,339,180 | ||||||||
Deferred underwriting fees payable | 14,572,044 | 14,572,044 | ||||||||||
Threshold percentage of stock price trigger obligation to redeem (as a percent) | 100.00% | 100.00% | ||||||||||
Number of months after the expiry date within which the public shares shall be redeemed | 24 months | 24 months | ||||||||||
Proportion of net assets of the target company excluding the amount of any deferred underwriting commissions (as a percent) | 80.00% | 80.00% | ||||||||||
Equity method investment, ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||
Per share amount to be maintained in the trust account (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||
Maturity of investment held in trust account | 180 days | 180 days | ||||||||||
Interest expense, trust account | $ 100,000 | $ 100,000 | ||||||||||
Cash | $ 978,280 | 978,280 | 572,360 | |||||||||
Marketable securities held in Trust Account | 416,350,445 | 416,350,445 | 416,354,760 | |||||||||
Working capital | 1,461,803 | 1,461,803 | 619,445 | |||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | $ 6,327 | 6,327 | ||||||||||
Sponsor contribution for class B and K common stock | 25,000 | $ 25,000 | ||||||||||
Khosla | Working Capital Loans | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Converted amount of debt instrument | $ 1,500,000 | |||||||||||
Convertible debt, conversion price (in USD per share) | $ 10 | $ 10 | ||||||||||
Khosla | Sponsor | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 300,000 | |||||||||||
Proceeds from debt | $ 3,000,000 | |||||||||||
Khosla | Asset Held In Trust Account | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||
Khosla | Public Stockholders | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||
Proportion of public shareholding eligible for redemption without prior consent (as a percent) | 15.00% | 15.00% | ||||||||||
Proportion of public shareholding eligible for redemption on non occurrence of business combination (as a percent) | 100.00% | 100.00% | ||||||||||
Khosla | Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Private Placement Shares (in shares) | 41,634,412 | |||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Khosla | IPO | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Private Placement Shares (in shares) | 416,334,120 | |||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||
Proceeds from issuance initial public offering | $ 3,000,000 | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 416,334,120 | |||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||
Deferred underwriting fees payable | $ 14,572,044 | |||||||||||
Khosla | IPO | Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Private Placement Shares (in shares) | 40,000,000 | |||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 41,634,412 | |||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||
Khosla | Over-Allotment Option | Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Private Placement Shares (in shares) | 16,344,118 | 1,634,412 | ||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||
Khosla | Private Placement | Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Private Placement Shares (in shares) | 32,688 | 1,100,000 | ||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||
Proceeds from issuance of private placement | $ 326,880 | $ 11,000,000 | $ 11,326,880 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,100,000 | |||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||
Khosla | Private Placement | Class A Common Stock | Sponsor | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from issuance of private placement | $ 11,326,880 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 2 Months Ended | 5 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 | Mar. 26, 2021 | Jan. 29, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||||||
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |||
Stock issuance costs | $ 196,000 | |||||||||
Khosla | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash | $ 978,280 | $ 572,360 | ||||||||
Cash equivalents | 0 | $ 0 | ||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||
Accretion expense | 23,576,984 | |||||||||
Stock issuance costs | 23,576,984 | $ 23,576,984 | ||||||||
Khosla | Asset Held In Trust Account | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | ||||||||
Khosla | Additional Paid-in Capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion expense | 11,338,767 | |||||||||
Khosla | Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion expense | $ 12,238,217 | |||||||||
Khosla | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||||
Khosla | Triggering Events Stock Trading Price One | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | 20 | $ 20 | ||||||||
Khosla | Triggering Events Stock Trading Price Two | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | 25 | 25 | ||||||||
Khosla | Triggering Events Stock Trading Price Three | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | $ 30 | $ 30 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (19,363,000) | $ (19,166,000) | $ (66,002,000) | $ (60,298,000) | $ (75,234,000) | $ (73,281,000) | ||||
Numerator | ||||||||||
Net loss | (19,363,000) | $ (19,166,000) | $ (66,002,000) | $ (60,298,000) | $ (75,234,000) | $ (73,281,000) | ||||
Khosla | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (13,678,611) | 4,008,374 | $ (3,261,529) | $ (16,940,140) | $ (12,931,766) | |||||
Accretion of temporary equity to redemption value | 0 | (2,498,065) | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | 4,008,374 | (19,438,205) | (12,931,766) | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | 4,008,374 | (19,438,205) | (12,931,766) | |||||||
Accretion of temporary equity to redemption value | 0 | 2,498,065 | 0 | |||||||
Net loss | $ (13,678,611) | 4,008,374 | $ (3,261,529) | (16,940,140) | (12,931,766) | |||||
Khosla | Class A Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | 95,049 | (435,182) | (297,614) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | (95,049) | (435,182) | 297,614 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | (95,049) | (435,182) | 297,614 | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss | $ 95,049 | $ (435,182) | $ (297,614) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 1,132,688 | 721,974 | 876,833 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Class B Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ 419,575 | $ (3,013,835) | $ (1,697,098) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | (419,575) | (3,013,835) | 1,697,098 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | (419,575) | (3,013,835) | 1,697,098 | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss | $ 419,575 | $ (3,013,835) | $ (1,697,098) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Common Stock Subject To Possible Redemption | ||||||||||
Denominator | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | $ (0.51) | |||||||||
Khosla | Common Stock Subject To Possible Redemption | Class A Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ 3,493,750 | $ (13,491,123) | $ (10,937,054) | |||||||
Accretion of temporary equity to redemption value | 0 | (2,498,065) | ||||||||
Net loss including accretion of temporary equity to redemption value | (3,493,750) | (15,989,188) | 10,937,054 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | (3,493,750) | (15,989,188) | 10,937,054 | |||||||
Accretion of temporary equity to redemption value | 0 | 2,498,065 | ||||||||
Net loss | $ 3,493,750 | $ (13,491,123) | $ (10,937,054) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 41,634,412 | 26,526,318 | 32,222,812 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.34) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 26, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Khosla | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | $ 407,339,180 | ||||
Khosla | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 416,334,120 | |||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Khosla | Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 41,634,412 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Khosla | Class A Common Stock | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 40,000,000 | |||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||
Khosla | Class A Common Stock | Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 32,688 | 1,100,000 | ||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | |||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||
Proceeds from sale of Private Placement Shares | $ 326,880 | $ 11,000,000 | $ 11,326,880 | |||||
Khosla | Class A Common Stock | Over-Allotment Option | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 16,344,118 | 1,634,412 | ||||||
Shares issued, price per share (in USD per share) | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Khosla - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 10, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 08, 2021 |
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs | $ 12,500 | ||||||||
Shares issued, price per share (in USD per share) | $ 10 | ||||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | $ 407,339,180 | |||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | $ 300,000 | ||||||||
Current borrowing capacity | $ 5,300 | ||||||||
Founder shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 10,000,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 25,000 | $ 25,000 | |||||||
Class B Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 5,000,000 | ||||||||
Proportion of stock convertible (as a percent) | 15.00% | 15.00% | |||||||
Class K Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 5,000,000 | ||||||||
Proportion of stock convertible (as a percent) | 30.00% | 30.00% | |||||||
Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 120,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 300 | ||||||||
Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 27,000,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 270,000,000 | ||||||||
Sale of Private Placement Shares (in shares) | 41,634,412 | ||||||||
Class A Common Stock | Triggering Events Stock Trading Price One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | $ 20 | $ 20 | |||||||
Class A Common Stock | Triggering Events Stock Trading Price Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | 25 | 25 | |||||||
Class A Common Stock | Triggering Events Stock Trading Price Three | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | 30 | $ 30 | |||||||
Class A Common Stock | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Private Placement Shares (in shares) | 32,688 | 1,100,000 | |||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | ||||||
Proceeds from sale of Private Placement Shares | $ 326,880 | $ 11,000,000 | $ 11,326,880 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,100,000 | ||||||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||||||
Sale of stock, consideration received per transaction | $ 11,000,000 | ||||||||
Class A Common Stock | Forward Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 1,000,000 | |||||||
Sale of stock, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | ||||||
Sale of stock, consideration received per transaction | $ 10,000,000 | $ 10,000,000 | |||||||
Class A Common Stock | Sponsor | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Details) - Khosla - USD ($) | Mar. 30, 2021 | Mar. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | |||||
Deferred underwriting fees payable | $ 14,572,044 | $ 14,572,044 | $ 14,572,044 | $ 14,572,044 | |
Over-Allotment Option | |||||
Loss Contingencies [Line Items] | |||||
Additional number of shares purchased (in shares) | 6,000,000 | ||||
IPO | |||||
Loss Contingencies [Line Items] | |||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 416,334,120 | ||||
IPO | Class A Common Stock | |||||
Loss Contingencies [Line Items] | |||||
Additional number of shares issued (in shares) | 1,634,412 | ||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 41,634,412 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | |||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |
Khosla | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||
Khosla | Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock outstanding (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||
Khosla | Class B Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 30,000,000 | 30,000,000 | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued (in shares) | 5,000,000 | 5,000,000 | ||||||
Common stock outstanding (in shares) | 5,000,000 | 5,000,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities held in Trust Account | $ 58,253,000 | $ 81,712,000 | $ 99,535,000 | |
Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities held in Trust Account | $ 18,014,000 | $ 28,371,000 | $ 4,090,000 | |
Khosla | Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities held in Trust Account | $ 416,350,445 | |||
Derivative liability – Class K Founder Shares | $ 16,550,000 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - Khosla | Jan. 29, 2021 | Jun. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Term | 10 months 24 days | 6 months |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 0.0116 | 0.0148 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 0.210 | 0.150 |
Stock Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Securities, FV-NI, Measurement Input | 10 | 9.94 |
Fair Value Measurements - Fai_3
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Khosla - Fair Value, Inputs, Level 3 - Common Stock Liability - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 36,550,000 | $ 13,600,000 |
Change in fair value of Class K Founder Shares liability | (22,950,000) | 2,950,000 |
Ending balance | $ 13,600,000 | $ 16,550,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Khosla - USD ($) shares in Millions | Jul. 06, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | ||
Sale of Public Shares, net of issuance costs | $ 12,500 | |
Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Sale of Public Shares, net of issuance costs (in shares) | 27 | |
Sale of Public Shares, net of issuance costs | $ 270,000,000 |
Description of Organization, _4
Description of Organization, Business Operations, Going Concern - Additional Information (Details) - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 26, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Interest income | $ 21,000 | $ 61,000 | $ 86,000 | $ 682,000 | $ 727,000 | $ 2,452,000 | ||||||||
Khosla | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 400,000,000 | |||||||||||||
Gross proceeds from share issued | $ 11,326,880 | |||||||||||||
Proceeds from issuance of private placement | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | 407,339,180 | ||||||||||
Threshold percentage of stock price trigger obligation to redeem (as a percent) | 100.00% | 100.00% | ||||||||||||
Number of months after the expiry date within which the public shares shall be redeemed | 24 months | 24 months | ||||||||||||
Proportion of net assets of the target company excluding the amount of any deferred underwriting commissions (as a percent) | 80.00% | 80.00% | ||||||||||||
Equity method investment, ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||
Per share amount to be maintained in the trust account (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Maturity of investment held in trust account | 180 days | 180 days | ||||||||||||
Interest expense, trust account | $ 100,000 | $ 100,000 | ||||||||||||
Cash | 572,360 | 978,280 | 572,360 | 572,360 | ||||||||||
Marketable securities held in Trust Account | 416,354,760 | 416,350,445 | 416,354,760 | 416,354,760 | ||||||||||
Working capital | $ 619,445 | $ 1,461,803 | 619,445 | $ 619,445 | ||||||||||
Interest income | 10,640 | |||||||||||||
Sale of Public Shares, net of issuance costs | $ 12,500 | |||||||||||||
Khosla | Sponsor | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||
Khosla | Asset Held In Trust Account | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Khosla | Working Capital Loan | Sponsor | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Working capital loans convertible into shares | $ 1,500,000 | |||||||||||||
Convertible debt, conversion price (in USD per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Due to Related Parties | $ 0 | $ 0 | $ 0 | |||||||||||
Khosla | Public Stockholders | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Proportion of public shareholding eligible for redemption without prior consent (as a percent) | 15.00% | 15.00% | ||||||||||||
Proportion of public shareholding eligible for redemption on non occurrence of business combination (as a percent) | 100.00% | 100.00% | ||||||||||||
Khosla | Class A Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Private Placement Shares (in shares) | 41,634,412 | |||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Sale of Public Shares, net of issuance costs | $ 270,000,000 | |||||||||||||
Khosla | Founder shares | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Public Shares, net of issuance costs | $ 25,000 | $ 25,000 | ||||||||||||
Khosla | IPO | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Private Placement Shares (in shares) | 416,334,120 | |||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 3,000,000 | |||||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 416,334,120 | |||||||||||||
Khosla | IPO | Class A Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Private Placement Shares (in shares) | 40,000,000 | |||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||||||
Shares issued, price per share (in USD per share) | 10 | |||||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 41,634,412 | |||||||||||||
Additional number of shares issued (in shares) | 1,634,412 | |||||||||||||
Khosla | Over-Allotment Option | Class A Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Private Placement Shares (in shares) | 16,344,118 | 1,634,412 | ||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||||||||
Khosla | Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Gross proceeds from share issued | $ 14,572,044 | |||||||||||||
Khosla | Private Placement | Class A Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of Private Placement Shares (in shares) | 32,688 | 1,100,000 | ||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||||||
Shares issued, price per share (in USD per share) | $ 10 | 10 | $ 10 | |||||||||||
Sale of stock, price per share (in USD per share) | $ 10 | |||||||||||||
Gross proceeds from share issued | $ 11,000,000 | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,100,000 | |||||||||||||
Sale of stock, consideration received on transaction | $ 326,880 | |||||||||||||
Proceeds from issuance of private placement | $ 326,880 | 11,000,000 | $ 11,326,880 | |||||||||||
Khosla | Private Placement | Class A Common Stock | Sponsor | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from issuance of private placement | $ 11,326,880 | |||||||||||||
Additional number of shares issued (in shares) | 32,688 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||||||
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |
Stock issuance costs | $ 196,000 | |||||||||
Unrecognized tax benefits | 6,972,000 | $ 10,144,000 | $ 4,647,000 | |||||||
Unrecognised tax benefits penalties and interest accrued | $ 0 | $ 0 | ||||||||
Khosla | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash | $ 572,360 | $ 978,280 | $ 978,280 | $ 572,360 | ||||||
Cash equivalents | $ 0 | 0 | 0 | $ 0 | ||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||||
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share (in USD per share) | $ 10 | $ 10 | ||||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | $ 10 | ||||||||
Accretion of Class A Common Stock to redemption value | $ (23,576,984) | $ (10,640) | 23,576,984 | $ 23,587,624 | ||||||
Concentration risk, credit risk, uninsured deposits | 250,000 | |||||||||
Stock issuance costs | 23,576,984 | $ 23,576,984 | ||||||||
Unrecognized tax benefits | 0 | 0 | ||||||||
Unrecognised tax benefits penalties and interest accrued | 0 | 0 | ||||||||
Accretion of temporary equity to redemption value | 0 | 2,498,065 | 0 | |||||||
Khosla | As Previously Reported | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of temporary equity to redemption value | 2,498,065 | 2,498,065 | ||||||||
Khosla | Adjustments | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of temporary equity to redemption value | $ 0 | $ 0 | ||||||||
Khosla | Common Stock Subject To Possible Redemption | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of Class A Common Stock to redemption value | 23,576,984 | |||||||||
Basic and diluted net income (loss) per share (in USD per share) | $ (0.51) | |||||||||
Khosla | Additional Paid-in Capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of Class A Common Stock to redemption value | (11,338,767) | 11,338,767 | ||||||||
Khosla | Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of Class A Common Stock to redemption value | $ (12,238,217) | $ (10,640) | $ 12,248,857 | |||||||
Khosla | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | 41,634,412 | 41,634,412 | ||||||
Common stock subject to possible redemption, redemption price per share (in USD per share) | $ 10 | $ 10 | ||||||||
Accretion of temporary equity to redemption value | $ 0 | $ 0 | $ 0 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Class A Common Stock | Common Stock Subject To Possible Redemption | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of temporary equity to redemption value | $ 0 | $ 2,498,065 | ||||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.34) | ||||||||
Khosla | Class A Common Stock | Common Stock Subject To Possible Redemption | As Previously Reported | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | 0.06 | $ 0.51 | ||||||||
Khosla | Class A Common Stock | Common Stock Subject To Possible Redemption | Adjustments | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | 0.07 | 0.53 | ||||||||
Khosla | Class A Common Stock | Non Redeemable Common Stock | As Previously Reported | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | 0.12 | 0.60 | ||||||||
Khosla | Class A Common Stock | Non Redeemable Common Stock | Adjustments | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | 0.07 | $ 0.53 | ||||||||
Khosla | Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Accretion of temporary equity to redemption value | $ 0 | $ 0 | $ 0 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Class B Common Stock | As Previously Reported | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | 0.12 | 0.60 | ||||||||
Khosla | Class B Common Stock | Adjustments | ||||||||||
Class of Stock [Line Items] | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.07 | $ 0.53 | ||||||||
Khosla | Triggering Events Stock Trading Price One | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | $ 20 | 20 | ||||||||
Khosla | Triggering Events Stock Trading Price Two | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | 25 | 25 | ||||||||
Khosla | Triggering Events Stock Trading Price Three | Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of share, price per share (in USD per share) | $ 30 | $ 30 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (19,363,000) | $ (19,166,000) | $ (66,002,000) | $ (60,298,000) | $ (75,234,000) | $ (73,281,000) | ||||
Numerator | ||||||||||
Net loss | (19,363,000) | $ (19,166,000) | $ (66,002,000) | $ (60,298,000) | $ (75,234,000) | $ (73,281,000) | ||||
Khosla | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ (13,678,611) | 4,008,374 | $ (3,261,529) | $ (16,940,140) | $ (12,931,766) | |||||
Accretion of temporary equity to redemption value | 0 | (2,498,065) | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | 4,008,374 | (19,438,205) | (12,931,766) | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | (4,008,374) | 19,438,205 | 12,931,766 | |||||||
Accretion of temporary equity to redemption value | 0 | 2,498,065 | 0 | |||||||
Net loss | $ (13,678,611) | 4,008,374 | $ (3,261,529) | (16,940,140) | (12,931,766) | |||||
Khosla | Class A Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | 95,049 | (435,182) | (297,614) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | (95,049) | (435,182) | 297,614 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | 95,049 | 435,182 | (297,614) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss | $ 95,049 | $ (435,182) | $ (297,614) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 1,132,688 | 721,974 | 876,833 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Class B Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ 419,575 | $ (3,013,835) | $ (1,697,098) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss including accretion of temporary equity to redemption value | (419,575) | (3,013,835) | 1,697,098 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | 419,575 | 3,013,835 | (1,697,098) | |||||||
Accretion of temporary equity to redemption value | 0 | 0 | 0 | |||||||
Net loss | $ 419,575 | $ (3,013,835) | $ (1,697,098) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.60) | $ (0.34) | |||||||
Khosla | Common Stock Subject To Possible Redemption | ||||||||||
Denominator | ||||||||||
Basic and diluted net income (loss) per share (in USD per share) | $ (0.51) | |||||||||
Khosla | Common Stock Subject To Possible Redemption | Class A Common Stock | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net loss | $ 3,493,750 | $ (13,491,123) | $ (10,937,054) | |||||||
Accretion of temporary equity to redemption value | 0 | (2,498,065) | ||||||||
Net loss including accretion of temporary equity to redemption value | (3,493,750) | (15,989,188) | 10,937,054 | |||||||
Numerator | ||||||||||
Allocation of net loss including accretion of temporary equity | 3,493,750 | 15,989,188 | (10,937,054) | |||||||
Accretion of temporary equity to redemption value | 0 | 2,498,065 | ||||||||
Net loss | $ 3,493,750 | $ (13,491,123) | $ (10,937,054) | |||||||
Denominator | ||||||||||
Weighted-average shares outstanding (in shares) | 41,634,412 | 26,526,318 | 32,222,812 | |||||||
Basic and diluted net income (loss) per share (in USD per share) | $ 0.08 | $ (0.34) |
Initial Public Offering - Add_2
Initial Public Offering - Additional Information (Details) - USD ($) | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 26, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Khosla | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | $ 407,339,180 | ||||
Assets held in trust | $ 16,344,120 | |||||||
Khosla | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 416,334,120 | |||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Khosla | Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 41,634,412 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Khosla | Class A Common Stock | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 40,000,000 | |||||||
Shares issued, price per share (in USD per share) | $ 10 | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||
Khosla | Class A Common Stock | Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 32,688 | 1,100,000 | ||||||
Shares issued, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | |||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||
Proceeds from sale of Private Placement Shares | $ 326,880 | $ 11,000,000 | $ 11,326,880 | |||||
Khosla | Class A Common Stock | Over-Allotment Option | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Private Placement Shares (in shares) | 16,344,118 | 1,634,412 | ||||||
Shares issued, price per share (in USD per share) | $ 10 |
Related Party Transactions - _2
Related Party Transactions - Additional Information (Details) - Khosla - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 10, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 08, 2021 |
Related Party Transaction [Line Items] | |||||||||
Due to related parties, current | $ 5,300 | $ 300 | |||||||
Sale of Public Shares, net of issuance costs | $ 12,500 | ||||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 | $ 11,326,880 | $ 407,339,180 | $ 407,339,180 | |||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | $ 300,000 | ||||||||
Founder shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 10,000,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 25,000 | $ 25,000 | |||||||
Class B Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 5,000,000 | ||||||||
Proportion of stock convertible (as a percent) | 15.00% | 15.00% | |||||||
Class K Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 5,000,000 | ||||||||
Proportion of stock convertible (as a percent) | 30.00% | 30.00% | |||||||
Class B Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 120,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 300 | ||||||||
Class A Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Public Shares, net of issuance costs (in shares) | 27,000,000 | ||||||||
Sale of Public Shares, net of issuance costs | $ 270,000,000 | ||||||||
Class A Common Stock | Triggering Events Stock Trading Price One | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | $ 20 | $ 20 | |||||||
Class A Common Stock | Triggering Events Stock Trading Price Two | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | 25 | 25 | |||||||
Class A Common Stock | Triggering Events Stock Trading Price Three | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of share, price per share (in USD per share) | $ 30 | $ 30 | |||||||
Class A Common Stock | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,100,000 | ||||||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||||||
Sale of stock, consideration received per transaction | $ 11,000,000 | ||||||||
Proceeds from sale of Private Placement Shares | $ 326,880 | $ 11,000,000 | $ 11,326,880 | ||||||
Class A Common Stock | Forward Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 1,000,000 | |||||||
Sale of stock, price per share (in USD per share) | $ 10 | $ 10 | $ 10 | ||||||
Sale of stock, consideration received per transaction | $ 10,000,000 | $ 10,000,000 | |||||||
Class A Common Stock | Sponsor | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Additional number of shares issued (in shares) | 32,688 | ||||||||
Additional Proceeds from Issuance of Private Placement | $ 326,880 | ||||||||
Proceeds from sale of Private Placement Shares | $ 11,326,880 |
Commitments & Contingencies -_2
Commitments & Contingencies - Additional Information (Details) - Khosla - USD ($) | Mar. 30, 2021 | Mar. 26, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | |||||
Deferred underwriting fees payable | $ 14,572,044 | $ 14,572,044 | $ 14,572,044 | $ 14,572,044 | |
Over-Allotment Option | |||||
Loss Contingencies [Line Items] | |||||
Additional number of shares purchased (in shares) | 6,000,000 | ||||
IPO | |||||
Loss Contingencies [Line Items] | |||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 416,334,120 | ||||
Class A Common Stock | IPO | |||||
Loss Contingencies [Line Items] | |||||
Additional number of shares issued (in shares) | 1,634,412 | ||||
Sale of stock, price per share (in USD per share) | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 41,634,412 |
Stockholders' Deficit - Addit_2
Stockholders' Deficit - Additional Information (Details) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 126,700,000 | 121,000,000 | 121,000,000 | |||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock outstanding (in shares) | 36,362,000 | 33,415,000 | 31,483,000 | |||||
Common stock subject to possible redemption (in shares) | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 61,332,000 | 52,993,000 | |
Khosla | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock issued (in shares) | 0 | 0 | ||||||
Preferred stock outstanding (in shares) | 0 | 0 | ||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | |||||||
Khosla | Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock outstanding (in shares) | 1,132,688 | 1,132,688 | ||||||
Common stock subject to possible redemption (in shares) | 41,634,412 | 41,634,412 | ||||||
Khosla | Class B Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized (in shares) | 30,000,000 | 30,000,000 | ||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued (in shares) | 5,000,000 | 5,000,000 | ||||||
Common stock outstanding (in shares) | 5,000,000 | 5,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - Khosla - Fair Value, Recurring | Sep. 30, 2021USD ($) |
Marketable Securities Held in Trust Account | Fair Value, Inputs, Level 1 | |
Assets: | |
Marketable securities held in Trust Account | $ 416,354,760 |
Class K Founder Shares Liability | Fair Value, Inputs, Level 3 | |
Liabilities: | |
Derivative liability – Class K Founder Shares | $ 10,300,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) - Khosla - Class K Common Stock | Sep. 30, 2021yrd | Jan. 29, 2021yrd |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.53 | 1.16 |
Term to business combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | yr | 0.3 | 0.9 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 12.50 | 21 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 10.18 | 10 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | d | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Fair Value of Class K Founder Shares Liability (Details) - Khosla - Fair Value, Inputs, Level 3 - Class K Founder Shares Liability - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance, Fair value | $ 36,550,000 | $ 16,550,000 | $ 13,600,000 |
Change in fair value of Class K Founder Shares liability | (22,950,000) | (6,250,000) | 2,950,000 |
Ending Balance, Fair value | $ 13,600,000 | $ 10,300,000 | $ 16,550,000 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)segmentreporting_unit | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Concentration Risk [Line Items] | ||||||
Restricted cash | $ 0 | $ 1,101,000 | $ 1,101,000 | $ 6,969,000 | ||
Capitalized software costs | $ 200,000 | 100,000 | ||||
Number of reporting units | reporting_unit | 1 | |||||
Goodwill impairment | $ 0 | 0 | ||||
Long-lived asset impairment | 0 | 0 | ||||
Termination fee | $ 100,000 | |||||
Deferred revenue | 4,568,000 | 2,585,000 | 652,000 | |||
Revenue recognized from contract with customer | 2,200,000 | $ 600,000 | 700,000 | 200,000 | ||
Advertising expense | $ 23,700,000 | 38,900,000 | ||||
Number of reportable segments | segment | 1 | |||||
Number of operating segments | segment | 1 | |||||
Operating lease right-of-use assets | 61,090,000 | $ 37,776,000 | 3,297,000 | $ 5,400,000 | ||
Present value of lease liabilities | 70,426,000 | 39,602,000 | 5,400,000 | |||
Operating lease liabilities, current | 6,978,000 | 3,348,000 | 3,130,000 | 2,800,000 | ||
Long-term operating lease liabilities | $ 63,448,000 | $ 36,254,000 | $ 211,000 | $ 2,600,000 | ||
Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Lessee, operating lease, renewal term | 1 month | |||||
Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Lessee, operating lease, renewal term | 5 years | |||||
Capitalized internal-use software | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Property and equipment, useful life | 2 years | |||||
Capitalized internal-use software | Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Accounts Receivable | Customer Concentration Risk | Customer Two | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13.00% | |||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer One | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12.00% | |||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer Two | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12.00% |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Property, Plant and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Aug. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Accrued purchase consideration for acquisition | $ 0 | $ 975 | |
Pixel Labs, Inc | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 7,600 | ||
Payments to acquire business | 5,200 | ||
Business combination, consideration transferred, equity issued | $ 1,500 | ||
Business acquisition, number of shares issued (in shares) | 165,152 | ||
Accrued purchase consideration for acquisition | $ 900 | ||
Issuance of common stock in connection with acquisition (in shares) | 9,552 | 426,316 | |
Business acquisition, number of shares legally issuable (in shares) | 501,631 | ||
Business combination, acquisition costs | $ 600 | ||
Pixel Labs, Inc | Time-Based Cash Holdback | |||
Business Acquisition [Line Items] | |||
Accrued purchase consideration for acquisition | 700 | ||
Pixel Labs, Inc | Time-Based Share Holdback | |||
Business Acquisition [Line Items] | |||
Accrued purchase consideration for acquisition | $ 200 | ||
Pixel Labs, Inc | Founder Of Pixel Labs | |||
Business Acquisition [Line Items] | |||
Issuance of common stock in connection with acquisition (in shares) | 304,992 | ||
Pixel Labs, Inc | Developed technology | |||
Business Acquisition [Line Items] | |||
Finite-lived tangible assets, useful life | 5 years | ||
Pixel Labs, Inc | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived tangible assets, useful life | 2 years | ||
Pixel Labs, Inc | Trade name | |||
Business Acquisition [Line Items] | |||
Finite-lived tangible assets, useful life | 2 years |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 27, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,211 | $ 1,211 | $ 1,211 | |
Pixel Labs, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 20 | |||
Accounts receivable | 64 | |||
Prepaid expenses and other current assets | 87 | |||
Capitalized internal-use software costs (recorded in property and equipment) | 897 | |||
Goodwill | 1,211 | |||
Intangible assets, net | 5,630 | |||
Accrued expenses and other current liabilities | (286) | |||
Total purchase consideration | $ 7,623 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Amortized Cost, Unrealized Gains and Losses, and Estimated Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable securities: | |||
Amortized Cost | $ 53,342 | $ 95,410 | |
Unrealized Gain | 1 | 35 | |
Unrealized Loss | (2) | 0 | |
Estimated Fair Value | $ 40,239 | 53,341 | 95,445 |
Total | |||
Amortized Cost | 81,713 | ||
Unrealized Gain | 1 | 35 | |
Unrealized Loss | (2) | 0 | |
Estimated Fair Value | 81,712 | ||
Certificates of deposit | |||
Marketable securities: | |||
Amortized Cost | 4,586 | ||
Unrealized Gain | 0 | ||
Unrealized Loss | 0 | ||
Estimated Fair Value | 4,586 | ||
Total | |||
Unrealized Gain | 0 | ||
Unrealized Loss | 0 | ||
Commercial paper | |||
Marketable securities: | |||
Amortized Cost | 27,473 | 18,128 | |
Unrealized Gain | 0 | 0 | |
Unrealized Loss | 0 | 0 | |
Estimated Fair Value | 27,473 | 18,128 | |
Total | |||
Unrealized Gain | 0 | 0 | |
Unrealized Loss | 0 | 0 | |
Corporate securities | |||
Marketable securities: | |||
Amortized Cost | 6,940 | 11,176 | |
Unrealized Gain | 0 | 2 | |
Unrealized Loss | (2) | 0 | |
Estimated Fair Value | 6,938 | 11,178 | |
Total | |||
Unrealized Gain | 0 | 2 | |
Unrealized Loss | (2) | 0 | |
U.S. Treasury securities | |||
Marketable securities: | |||
Amortized Cost | 16,157 | 51,317 | |
Unrealized Gain | 1 | 28 | |
Unrealized Loss | 0 | 0 | |
Estimated Fair Value | 16,158 | 51,345 | |
Total | |||
Unrealized Gain | 1 | 28 | |
Unrealized Loss | 0 | 0 | |
Asset-backed securities | |||
Marketable securities: | |||
Amortized Cost | 2,772 | 10,203 | |
Unrealized Gain | 0 | 5 | |
Unrealized Loss | 0 | 0 | |
Estimated Fair Value | 2,772 | 10,208 | |
Total | |||
Unrealized Gain | 0 | 5 | |
Unrealized Loss | 0 | 0 | |
Money market funds | |||
Cash equivalents: | |||
Amortized Cost | 28,371 | 4,090 | |
Estimated Fair Value | $ 28,371 | 4,090 | |
Total | |||
Amortized Cost | 99,500 | ||
Estimated Fair Value | $ 99,535 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Maturities of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Amortized Cost | ||
Due within one year | $ 53,342 | $ 95,410 |
Estimated Fair Value | ||
Due within one year | $ 53,341 | $ 95,445 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 18,014 | $ 28,371 | $ 4,090 |
Marketable securities | 40,239 | 53,341 | 95,445 |
Total cash equivalents and marketable securities | 58,253 | 81,712 | 99,535 |
Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,586 | ||
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 26,573 | 27,473 | 18,128 |
Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,493 | 6,938 | 11,178 |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 16,158 | 51,345 |
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 8,173 | 2,772 | 10,208 |
Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 18,014 | 28,371 | 4,090 |
Marketable securities | 0 | 0 | 0 |
Total cash equivalents and marketable securities | 18,014 | 28,371 | 4,090 |
Fair Value, Inputs, Level 1 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | ||
Fair Value, Inputs, Level 1 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Marketable securities | 40,239 | 53,341 | 95,445 |
Total cash equivalents and marketable securities | 40,239 | 53,341 | 95,445 |
Fair Value, Inputs, Level 2 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,586 | ||
Fair Value, Inputs, Level 2 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 26,573 | 27,473 | 18,128 |
Fair Value, Inputs, Level 2 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,493 | 6,938 | 11,178 |
Fair Value, Inputs, Level 2 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 16,158 | 51,345 |
Fair Value, Inputs, Level 2 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 8,173 | 2,772 | 10,208 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Marketable securities | 0 | 0 | 0 |
Total cash equivalents and marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | ||
Fair Value, Inputs, Level 3 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 0 | $ 0 | $ 0 |
Other Balance Sheet Component_4
Other Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,911 | $ 7,868 | $ 2,845 |
Less: accumulated depreciation and amortization | (3,617) | (2,150) | (1,186) |
Property and equipment, net | 12,294 | 5,718 | 1,659 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,957 | 2,002 | 1,193 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,170 | 1,174 | 122 |
Capitalized internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,842 | 1,842 | 1,530 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,942 | $ 2,850 | $ 0 |
Other Balance Sheet Component_5
Other Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Depreciation and amortization expense related to property and equipment | $ 0.5 | $ 0.2 | $ 1.5 | $ 0.5 | $ 1 | $ 0.5 |
Amortization related to intangible assets | $ 2.1 | $ 1.6 |
Other Balance Sheet Component_6
Other Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,668 | $ 11,698 |
Accumulated Amortization | (4,681) | (2,634) |
Net Carrying Amount | $ 6,987 | $ 9,064 |
Weighted Average Remaining Life (years) | 3 years 3 months 18 days | 3 years 7 months 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,068 | $ 7,068 |
Accumulated Amortization | (3,451) | (2,167) |
Net Carrying Amount | $ 3,617 | $ 4,901 |
Weighted Average Remaining Life (years) | 3 years | 4 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,600 | $ 4,600 |
Accumulated Amortization | (1,230) | (460) |
Net Carrying Amount | $ 3,370 | $ 4,140 |
Weighted Average Remaining Life (years) | 3 years 8 months 12 days | 4 years 8 months 12 days |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 30 | |
Accumulated Amortization | (7) | |
Net Carrying Amount | $ 23 | |
Weighted Average Remaining Life (years) | 1 year 8 months 12 days |
Other Balance Sheet Component_7
Other Balance Sheet Components - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2021 | $ 2,173 | |
2022 | 1,785 | |
2023 | 1,785 | |
2024 | 1,008 | |
2025 | 236 | |
Thereafter | 0 | |
Net Carrying Amount | $ 6,987 | $ 9,064 |
Other Balance Sheet Component_8
Other Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation | $ 6,372 | $ 6,888 | $ 2,044 |
Liability for early exercise of unvested stock options | 808 | 1,133 | 1,658 |
Accrued purchase consideration for acquisition | 0 | 975 | |
Taxes payable | 597 | 516 | 376 |
Deferred revenue | 4,568 | 2,585 | 652 |
Other accrued and current liabilities | 8,615 | 3,876 | 2,417 |
Accrued expenses and other current liabilities | $ 20,960 | $ 14,998 | $ 8,122 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating lease cost | $ 2,469 | $ 2,565 | $ 7,376 | $ 4,261 | $ 6,278 | $ 3,185 |
Short-term lease cost | 108 | 56 | 253 | 360 | 495 | 157 |
Variable lease cost | 118 | 84 | 248 | 376 | 452 | 636 |
Total | $ 2,695 | $ 2,705 | $ 7,877 | $ 4,997 | $ 7,225 | $ 3,978 |
Leases - Other Lease Informatio
Leases - Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating cash flows from operating leases | $ 2,474 | $ 2,003 | $ 6,585 | $ 3,720 | $ 5,624 | $ 149 |
ROU assets obtained in exchange for lease obligations: | $ 0 | $ 0 | $ 28,252 | $ 39,664 | $ 39,664 | $ 984 |
Weighted average remaining lease term (years) | 7 years 7 months 6 days | 7 years 7 months 6 days | 8 years 2 months 12 days | 1 year | ||
Weighted average discount rate | 4.50% | 4.50% | 5.30% | 3.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||||
Year one | $ 10,045 | $ 5,321 | ||
Year two | 10,347 | 5,439 | ||
Year three | 10,657 | 5,602 | ||
Year four | 10,977 | 5,770 | ||
Year five | 5,943 | |||
Thereafter | 21,118 | |||
Total lease payments | 83,503 | 49,193 | ||
Less: imputed interest | (13,077) | (9,591) | ||
Present value of lease liabilities | 70,426 | 39,602 | $ 5,400 | |
Less: current operating lease liabilities | (6,978) | (3,348) | $ (3,130) | (2,800) |
Long-term operating lease liabilities | $ 63,448 | $ 36,254 | $ 211 | $ 2,600 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Lease payments to be made on leases not yet commenced | $ 40.9 | $ 40.9 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Year one | $ 18,978 | $ 2,502 | |
Year two | 22,528 | 2,245 | |
Thereafter | 0 | ||
Total | $ 55,491 | $ 57,000 | $ 4,747 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)vote$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock issued during period (in shares) | shares | 8,339,000 | |||
Payments of stock issuance costs | $ | $ 2,973,000 | $ 0 | ||
Votes per share | vote | 1 | |||
Conversion rights, amount of Qualified IPO | $ | $ 50,000,000 | |||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | $ 0.50 | $ 0.50 | ||
Temporary Equity, Non-Cumulative Dividends | 0.04 | |||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 0.62955 | 0.63 | ||
Temporary Equity, Non-Cumulative Dividends | 0.05035 | |||
Series C Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 2.565 | 2.57 | ||
Temporary Equity, Non-Cumulative Dividends | 0.2052 | |||
Series D Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 3.1888 | 3.19 | ||
Temporary Equity, Non-Cumulative Dividends | 0.2551 | |||
Series E Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 8.8437 | 8.84 | ||
Temporary Equity, Non-Cumulative Dividends | 0.7075 | |||
Series F Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 14.5027 | 14.50 | ||
Temporary Equity, Non-Cumulative Dividends | 1.16020 | |||
Series G Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in USD per share) | 18.5936 | $ 18.59 | ||
Temporary Equity, Non-Cumulative Dividends | 1.4875 | |||
Series H Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock issued during period (in shares) | shares | 8,339,262 | |||
Proceeds from issuance of redeemable convertible preferred stock | $ | $ 170,000,000 | |||
Payments of stock issuance costs | $ | $ 200,000 | |||
Liquidation preference (in USD per share) | 20.3855 | $ 20.3855 | ||
Temporary Equity, Non-Cumulative Dividends | $ 1.6308 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 61,332 | 61,332 | 61,332 | ||||
Redeemable convertible preferred stock issued (in shares) | 61,332 | 61,332 | 61,332 | ||||
Redeemable convertible preferred stock outstanding (in shares) | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 | 52,993 |
Carrying value | $ 447,166 | $ 447,166 | $ 447,166 | $ 447,166 | $ 447,166 | $ 447,166 | $ 277,362 |
Aggregate liquidation preference | $ 447,890 | $ 447,890 | $ 447,890 | ||||
Series A Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 10,100 | 10,100 | |||||
Redeemable convertible preferred stock issued (in shares) | 10,100 | 10,100 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 10,100 | 10,100 | |||||
Issuance Price Per Share (in USD per share) | $ 0.50 | $ 0.50 | |||||
Carrying value | $ 4,999 | $ 4,999 | |||||
Aggregate liquidation preference | $ 5,050 | $ 5,050 | |||||
Series B Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 11,477 | 11,477 | |||||
Redeemable convertible preferred stock issued (in shares) | 11,477 | 11,477 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 11,477 | 11,477 | |||||
Issuance Price Per Share (in USD per share) | $ 0.62955 | $ 0.63 | |||||
Carrying value | $ 7,178 | $ 7,178 | |||||
Aggregate liquidation preference | $ 7,225 | $ 7,225 | |||||
Series C Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 7,274 | 7,274 | |||||
Redeemable convertible preferred stock issued (in shares) | 7,274 | 7,274 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 7,274 | 7,274 | |||||
Issuance Price Per Share (in USD per share) | $ 2.565 | $ 2.57 | |||||
Carrying value | $ 18,587 | $ 18,587 | |||||
Aggregate liquidation preference | $ 18,658 | $ 18,658 | |||||
Series D Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 6,795 | 6,795 | |||||
Redeemable convertible preferred stock issued (in shares) | 6,795 | 6,795 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 6,795 | 6,795 | |||||
Issuance Price Per Share (in USD per share) | $ 3.1888 | $ 3.19 | |||||
Carrying value | $ 21,592 | $ 21,592 | |||||
Aggregate liquidation preference | $ 21,668 | $ 21,668 | |||||
Series E Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 6,784 | 6,784 | |||||
Redeemable convertible preferred stock issued (in shares) | 6,784 | 6,784 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 6,784 | 6,784 | |||||
Issuance Price Per Share (in USD per share) | $ 8.8437 | $ 8.84 | |||||
Carrying value | $ 59,930 | $ 59,930 | |||||
Aggregate liquidation preference | $ 59,996 | $ 59,996 | |||||
Series F Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 7,605 | 7,605 | |||||
Redeemable convertible preferred stock issued (in shares) | 7,605 | 7,605 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 7,605 | 7,605 | |||||
Issuance Price Per Share (in USD per share) | $ 14.5027 | $ 14.50 | |||||
Carrying value | $ 110,211 | $ 110,211 | |||||
Aggregate liquidation preference | $ 110,293 | $ 110,293 | |||||
Series G Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 2,958 | 2,958 | |||||
Redeemable convertible preferred stock issued (in shares) | 2,958 | 2,958 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 2,958 | 2,958 | |||||
Issuance Price Per Share (in USD per share) | $ 18.5936 | $ 18.59 | |||||
Carrying value | $ 54,865 | $ 54,865 | |||||
Aggregate liquidation preference | $ 55,000 | $ 55,000 | |||||
Series H Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock authorized (in shares) | 8,339 | 8,339 | |||||
Redeemable convertible preferred stock issued (in shares) | 8,339 | 8,339 | |||||
Redeemable convertible preferred stock outstanding (in shares) | 8,339 | 8,339 | |||||
Issuance Price Per Share (in USD per share) | $ 20.3855 | $ 20.3855 | |||||
Carrying value | $ 169,804 | $ 169,804 | |||||
Aggregate liquidation preference | $ 170,000 | $ 170,000 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Common stock authorized (in shares) | 126,700,000 | 126,700,000 | 121,000,000 | 121,000,000 | ||||
Current liability related to common stock subject to repurchase | $ 800 | $ 800 | $ 1,100 | $ 1,700 | ||||
Unvested shares of common stock subject to repurchase (in shares) | 159,167 | 159,167 | 223,136 | 324,500 | ||||
Liability related to restricted stock subject to repurchase | $ 6,200 | $ 6,200 | $ 10,500 | $ 16,200 | ||||
Stock-based compensation expense | $ 10,592 | $ 6,163 | $ 26,971 | $ 16,210 | $ 22,608 | $ 14,081 | ||
Shares reserved for issuance (in shares) | 83,318,000 | 83,318,000 | 80,501,000 | 82,691,000 | ||||
Options granted, weighted average grant date fair value (in USD per share) | $ 11.54 | $ 7.41 | $ 7.44 | $ 6.71 | ||||
Options vested (in shares) | 3,887,187 | 3,095,000 | 4,189,825 | 2,960,091 | ||||
Weighted average grant-date fair value of options vested (in USD per share) | $ 6.15 | $ 4.94 | $ 5.08 | $ 3.70 | ||||
Intrinsic value of options exercised | $ 22,800 | $ 6,000 | $ 9,800 | $ 4,400 | ||||
Unrecognized stock-based compensation expense | $ 128,500 | $ 128,500 | $ 65,200 | |||||
Unrecognized stock-based compensation expense, expected period of recognition | 4 years | 2 years 6 months | 2 years 7 months 6 days | |||||
The 2018 Plan | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Shares reserved for issuance (in shares) | 2,266,432 | 2,266,432 | 4,043,637 | 7,762,602 | ||||
Stock Options | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Minimum proportion of fair market value of non-qualified stock options granted (as a percent) | 85.00% | |||||||
Minimum threshold of voting power (as a percent) | 10.00% | |||||||
Minimum proportion of fair market value of stock options granted to grantees that own more than 10% of voting power (as a percent) | 110.00% | |||||||
Expiration period | 10 years | |||||||
Expected dividend yield (as a percent) | 0.00% | |||||||
Stock Options - Grantees Owning >10% of Voting Power | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Expiration period | 5 years | |||||||
Restricted Stock | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Awards issued during period (in shares) | 4,961,279 | |||||||
Vesting period | 48 months | |||||||
Unvested restricted common stock subject to repurchase (in shares) | 1,343,680 | 1,343,680 | 2,273,919 | 3,514,239 | ||||
Stock-based compensation expense | $ 1,100 | $ 1,100 | $ 3,400 | $ 3,400 | $ 4,600 | $ 4,600 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Deficit - Shares Reserved for Future Issuance (Details) - shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||
Redeemable convertible preferred stock (in shares) | 61,332 | 61,332 | 61,332 |
Stock options outstanding (in shares) | 19,511 | 15,125 | 13,596 |
Shares reserved for future award issuances (in shares) | 2,266 | 4,044 | 7,763 |
Total (in shares) | 83,318 | 80,501 | 82,691 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Deficit - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||||
Beginning balance (in shares) | 15,125,000 | 13,596,000 | ||
Options granted (in shares) | 1,419,375 | 8,134,000 | 5,609,000 | |
Options exercised (in shares) | (2,940,000) | (2,190,000) | ||
Options forfeited or expired (in shares) | (808,000) | (1,890,000) | ||
Ending balance (in shares) | 19,511,000 | 15,125,000 | 13,596,000 | |
Options vested and exercisable (in shares) | 6,215,000 | 6,274,000 | ||
Weighted- Average Exercise Price | ||||
Beginning balance (in USD per share) | $ 5.58 | $ 4.47 | ||
Options granted (in USD per share) | $ 18.80 | 9.44 | 7.37 | |
Options exercised (in USD per share) | 4.35 | 2.91 | ||
Options forfeited and expired (in USD per share) | 7.48 | 6.04 | ||
Ending balance (in USD per share) | 7.22 | 5.58 | $ 4.47 | |
Options vested and exercisable (in USD per share) | $ 4.93 | $ 3.89 | ||
Additional Disclosures | ||||
Options outstanding, weighted average remaining contractual term (years) | 8 years 4 months 24 days | 7 years 9 months 18 days | 7 years 9 months 18 days | |
Options vested and exercisable, weighted average remaining contractual term (years) | 6 years 3 months 18 days | 6 years | ||
Options outstanding, aggregate intrinsic value | $ 410,039 | $ 28,467 | $ 39,266 | |
Options vested and exercisable, aggregate intrinsic value | $ 145,292 | $ 22,405 |
Common Stock and Stockholders_8
Common Stock and Stockholders' Deficit - Fair Value Assumptions (Details) - Employee and Non-employee Stock Option - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility, minimum (as a percent) | 53.70% | 48.80% | 48.80% | 48.00% |
Expected volatility, maximum (as a percent) | 54.50% | 53.40% | 53.40% | 50.80% |
Expected term (years) | 6 years 3 months 18 days | 6 years | 6 years | 6 years |
Risk-free interest rate (as a percent) | 1.10% | 0.60% | 0.60% | 1.90% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock per share (in USD per share) | $ 15.27 | $ 12.06 | $ 12.06 | $ 7.75 |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock per share (in USD per share) | $ 21.20 | $ 12.28 | $ 13.11 | $ 12.40 |
Common Stock and Stockholders_9
Common Stock and Stockholders' Deficit - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 10,592 | $ 6,163 | $ 26,971 | $ 16,210 | $ 22,608 | $ 14,081 |
Cost of revenue | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 383 | 247 | 981 | 680 | 905 | 482 |
Research and development | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 5,680 | 2,839 | 13,954 | 7,373 | 10,235 | 4,615 |
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 1,711 | 1,072 | 4,461 | 2,190 | 3,403 | 2,160 |
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 2,818 | $ 2,005 | $ 7,575 | $ 5,967 | $ 8,065 | $ 6,824 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net loss attributable to common stockholders, basic | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Net loss attributable to common stockholders, diluted | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net Loss Per Share Attributab_6
Net Loss Per Share Attributable to Common Stockholders - Potentially Dilutive Securities Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 82,613 | 80,147 | 82,613 | 80,147 | 79,020 | 79,135 |
Redeemable convertible preferred stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 |
Stock Options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 19,511 | 15,909 | 19,511 | 15,909 | 15,125 | 13,596 |
Unvested early exercised stock options subject to repurchase | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 159 | 240 | 159 | 240 | 223 | 317 |
Restricted Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 1,344 | 2,584 | 1,344 | 2,584 | 2,274 | 3,743 |
Contingently issuable shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 58 | 82 | 58 | 82 | 66 | 147 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ (74,882) | $ (73,742) | ||||
Foreign | (225) | 617 | ||||
Loss before income taxes | $ (19,336) | $ (19,132) | $ (65,906) | $ (60,176) | $ (75,107) | $ (73,125) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||||
Federal | $ 0 | $ 0 | ||||
State | 11 | 3 | ||||
Foreign | 116 | 153 | ||||
Total current provision for income taxes | 127 | 156 | ||||
Deferred: | ||||||
Federal | 0 | 0 | ||||
State | 0 | 0 | ||||
Foreign | 0 | 0 | ||||
Total deferred provision for income taxes | 0 | 0 | ||||
Total provision for income taxes | $ 27 | $ 34 | $ 96 | $ 122 | $ 127 | $ 156 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | (21.00%) | (21.00%) |
State tax | (2.50%) | (6.50%) |
Permanent items | 0.40% | 0.30% |
Stock-based compensation | 4.30% | 3.40% |
R&D credit | (4.20%) | (2.70%) |
Other | 0.10% | 0.10% |
Changes in valuation allowance | 22.90% | 26.60% |
Foreign rate differential | 0.20% | 0.00% |
Effective tax rate | 0.20% | 0.20% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss | $ 82,031 | $ 77,082 |
Credit carryforwards | 10,143 | 6,971 |
Stock-based compensation | 3,149 | 2,782 |
Lease liability | 9,288 | 868 |
Reserves, accruals and other | 1,152 | 1,556 |
Total deferred tax assets | 105,763 | 89,259 |
Valuation allowance | (96,044) | (87,326) |
Total deferred tax assets, net | 9,719 | 1,933 |
Deferred tax liabilities: | ||
Fixed asset basis and other | (858) | (1,038) |
ROU asset basis | (8,861) | (859) |
Total deferred tax liabilities | (9,719) | (1,897) |
Net deferred tax assets | $ 0 | $ 36 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Change in valuation allowance | $ 8,700,000 | $ 21,500,000 | |
Total deferred tax assets | 105,763,000 | 89,259,000 | |
Tax Credit Carryforward [Line Items] | |||
Unrecognized tax benefits that would impact effective tax rate | 0 | ||
Unrecognized tax benefits | 10,144,000 | 6,972,000 | $ 4,647,000 |
Unrecognized tax benefits, interest and penalties accrued during year | 0 | 0 | |
Unrecognised tax benefits penalties and interest accrued | 0 | $ 0 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 331,900,000 | ||
Operating loss carryforwards, carried forward indefinitely | 152,800,000 | ||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | 12,300,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 185,000,000 | ||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | $ 10,100,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits - beginning of year | $ 6,972 | $ 4,647 |
Increases related to current year tax positions | 3,129 | 1,939 |
Increases related to prior year tax positions | 43 | 386 |
Gross unrecognized tax benefits - end of year | $ 10,144 | $ 6,972 |
Geographical Information - Summ
Geographical Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 52,705 | $ 31,826 | $ 132,870 | $ 83,167 | $ 123,284 | $ 82,552 |
United States | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 50,751 | 30,861 | 126,885 | 80,887 | 119,118 | 81,550 |
International | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 1,954 | $ 965 | $ 5,985 | $ 2,280 | $ 4,166 | $ 1,002 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Nov. 05, 2021USD ($)$ / sharesshares | Oct. 20, 2021USD ($)shares | Jul. 02, 2021USD ($) | Sep. 30, 2021USD ($)$ / shares | Jul. 02, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2021USD ($) |
Subsequent Event [Line Items] | |||||||||||
Purchase obligation | $ | $ 55,491 | $ 55,491 | $ 4,747 | $ 57,000 | |||||||
Options granted (in shares) | shares | 1,419,375 | 8,134,000 | 5,609,000 | ||||||||
Options granted, weighted average exercise price (in USD per share) | $ / shares | $ 18.80 | $ 9.44 | $ 7.37 | ||||||||
Stock-based compensation expense to be recognized | $ | $ 15,200 | $ 15,200 | |||||||||
Unrecognized stock-based compensation expense, expected period of recognition | 4 years | 2 years 6 months | 2 years 7 months 6 days | ||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Options vested (in shares) | shares | 3,887,187 | 3,095,000 | 4,189,825 | 2,960,091 | |||||||
Stock-based compensation expense | $ | $ 10,592 | $ 6,163 | $ 26,971 | $ 16,210 | $ 22,608 | $ 14,081 | |||||
CEO | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted (in shares) | shares | 743,184 | ||||||||||
RSUs | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Awards granted during period (in shares) | shares | 62,844 | 209,000 | |||||||||
Aggregate grant date fair value of awards granted | $ | $ 1,300 | ||||||||||
Vesting period | 4 years | 4 years | |||||||||
Stock Options | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | ||||||||||
Exchange ratio | 3.1057 | ||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 27,000,000,000 | ||||||||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 10 | ||||||||||
Proceeds from merger transactions | $ | $ 626,700 | ||||||||||
Subsequent Event | CEO | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options vested (in shares) | shares | 743,184 | ||||||||||
Subsequent Event | RSUs | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Awards granted during period (in shares) | shares | 660,682 | ||||||||||
Aggregate grant date fair value of awards granted | $ | $ 18,700 | ||||||||||
Vesting period | 4 years | ||||||||||
Subsequent Event | Stock Options | CEO | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 8,500 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Deferred transaction costs | $ 4,600,000 | $ 0 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Deferred revenue | $ 4,568 | $ 2,585 | $ 652 | |
Revenue recognized from contract with customer | $ 2,200 | $ 600 | $ 700 | $ 200 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 18,014 | $ 28,371 | $ 4,090 |
Marketable securities | 40,239 | 53,341 | 95,445 |
Total cash equivalents and marketable securities | 58,253 | 81,712 | 99,535 |
Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,586 | ||
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 26,573 | 27,473 | 18,128 |
Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,493 | 6,938 | 11,178 |
U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 16,158 | 51,345 |
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 8,173 | 2,772 | 10,208 |
Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 18,014 | 28,371 | 4,090 |
Marketable securities | 0 | 0 | 0 |
Total cash equivalents and marketable securities | 18,014 | 28,371 | 4,090 |
Fair Value, Inputs, Level 1 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | ||
Fair Value, Inputs, Level 1 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 1 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Marketable securities | 40,239 | 53,341 | 95,445 |
Total cash equivalents and marketable securities | 40,239 | 53,341 | 95,445 |
Fair Value, Inputs, Level 2 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,586 | ||
Fair Value, Inputs, Level 2 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 26,573 | 27,473 | 18,128 |
Fair Value, Inputs, Level 2 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,493 | 6,938 | 11,178 |
Fair Value, Inputs, Level 2 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 16,158 | 51,345 |
Fair Value, Inputs, Level 2 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 8,173 | 2,772 | 10,208 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Marketable securities | 0 | 0 | 0 |
Total cash equivalents and marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Certificates of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | ||
Fair Value, Inputs, Level 3 | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Corporate securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | U.S. Treasury securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 0 | $ 0 | $ 0 |
Other Balance Sheet Component_9
Other Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,911 | $ 7,868 | $ 2,845 |
Less: accumulated depreciation and amortization | (3,617) | (2,150) | (1,186) |
Property and equipment, net | 12,294 | 5,718 | 1,659 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,957 | 2,002 | 1,193 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,170 | 1,174 | 122 |
Capitalized internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,842 | 1,842 | 1,530 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,942 | $ 2,850 | $ 0 |
Other Balance Sheet Componen_10
Other Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Depreciation and amortization expense related to property and equipment | $ 0.5 | $ 0.2 | $ 1.5 | $ 0.5 | $ 1 | $ 0.5 |
Other Balance Sheet Componen_11
Other Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation | $ 6,372 | $ 6,888 | $ 2,044 |
Liability for early exercise of unvested stock options | 808 | 1,133 | 1,658 |
Taxes payable | 597 | 516 | 376 |
Deferred revenue | 4,568 | 2,585 | 652 |
Other accrued and current liabilities | 8,615 | 3,876 | 2,417 |
Accrued expenses and other current liabilities | $ 20,960 | $ 14,998 | $ 8,122 |
Leases - Lease Cost (Details)_2
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating lease cost | $ 2,469 | $ 2,565 | $ 7,376 | $ 4,261 | $ 6,278 | $ 3,185 |
Short-term lease cost | 108 | 56 | 253 | 360 | 495 | 157 |
Variable lease cost | 118 | 84 | 248 | 376 | 452 | 636 |
Total | $ 2,695 | $ 2,705 | $ 7,877 | $ 4,997 | $ 7,225 | $ 3,978 |
Leases - Other Lease Informat_2
Leases - Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Operating cash flows from operating leases | $ 2,474 | $ 2,003 | $ 6,585 | $ 3,720 | $ 5,624 | $ 149 |
ROU assets obtained in exchange for lease obligations: | $ 0 | $ 0 | $ 28,252 | $ 39,664 | $ 39,664 | $ 984 |
Weighted average remaining lease term (years) | 7 years 7 months 6 days | 7 years 7 months 6 days | 8 years 2 months 12 days | 1 year | ||
Weighted average discount rate | 4.50% | 4.50% | 5.30% | 3.50% |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||||
Remainder of fiscal year | $ 2,474 | |||
Year one | 10,045 | $ 5,321 | ||
Year two | 10,347 | 5,439 | ||
Year three | 10,657 | 5,602 | ||
Year four | 10,977 | 5,770 | ||
Thereafter | 39,003 | |||
Total lease payments | 83,503 | 49,193 | ||
Less: imputed interest | (13,077) | (9,591) | ||
Present value of lease liabilities | 70,426 | 39,602 | $ 5,400 | |
Less: current operating lease liabilities | (6,978) | (3,348) | $ (3,130) | (2,800) |
Long-term operating lease liabilities | $ 63,448 | $ 36,254 | $ 211 | $ 2,600 |
Leases - Narrative (Details)_2
Leases - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Lease payments to be made on leases not yet commenced | $ 40.9 | $ 40.9 |
Commitment and Contingencies _3
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Remainder of fiscal year | $ 3,568 | ||
Year one | 18,978 | $ 2,502 | |
Year two | 22,528 | 2,245 | |
Year three | 10,417 | ||
Thereafter | 0 | ||
Total | $ 55,491 | $ 57,000 | $ 4,747 |
Common Stock and Stockholder_10
Common Stock and Stockholders' Deficit - Additional Information (Details) - USD ($) | Jul. 02, 2021 | Sep. 30, 2021 | Jul. 02, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Common stock authorized (in shares) | 126,700,000 | 126,700,000 | 121,000,000 | 121,000,000 | |||||
Current liability related to common stock subject to repurchase | $ 800,000 | $ 800,000 | $ 1,100,000 | $ 1,700,000 | |||||
Unvested shares of common stock subject to repurchase (in shares) | 159,167 | 159,167 | 223,136 | 324,500 | |||||
Liability related to restricted stock subject to repurchase | $ 6,200,000 | $ 6,200,000 | $ 10,500,000 | $ 16,200,000 | |||||
Stock-based compensation expense | $ 10,592,000 | $ 6,163,000 | $ 26,971,000 | $ 16,210,000 | $ 22,608,000 | $ 14,081,000 | |||
Shares reserved for issuance (in shares) | 83,318,000 | 83,318,000 | 80,501,000 | 82,691,000 | |||||
Options granted, weighted average grant date fair value (in USD per share) | $ 11.54 | $ 7.41 | $ 7.44 | $ 6.71 | |||||
Options vested (in shares) | 3,887,187 | 3,095,000 | 4,189,825 | 2,960,091 | |||||
Weighted average grant-date fair value of options vested (in USD per share) | $ 6.15 | $ 4.94 | $ 5.08 | $ 3.70 | |||||
Intrinsic value of options exercised | $ 22,800,000 | $ 6,000,000 | $ 9,800,000 | $ 4,400,000 | |||||
Options granted (in shares) | 1,419,375 | 8,134,000 | 5,609,000 | ||||||
Unrecognized stock-based compensation expense | $ 128,500,000 | $ 128,500,000 | $ 65,200,000 | ||||||
Unrecognized stock-based compensation expense, expected period of recognition | 4 years | 2 years 6 months | 2 years 7 months 6 days | ||||||
Non-employee | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Options granted (in shares) | 6,324 | ||||||||
CEO | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Options granted (in shares) | 743,184 | ||||||||
Unrecognized stock-based compensation expense if performance-based vesting condition had been satisfied | $ 0 | $ 0 | |||||||
The 2018 Plan | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Shares reserved for issuance (in shares) | 2,266,432 | 2,266,432 | 4,043,637 | 7,762,602 | |||||
Stock Options | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Stock Options | CEO | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Stock-based compensation recognized if performance-based vesting condition had been satisfied | $ 8,500,000 | ||||||||
Restricted Stock | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Awards issued during period (in shares) | 4,961,279 | ||||||||
Vesting period | 48 months | ||||||||
Unvested restricted common stock subject to repurchase (in shares) | 1,343,680 | 1,343,680 | 2,273,919 | 3,514,239 | |||||
Stock-based compensation expense | $ 1,100,000 | $ 1,100,000 | $ 3,400,000 | $ 3,400,000 | $ 4,600,000 | $ 4,600,000 |
Common Stock and Stockholder_11
Common Stock and Stockholders' Deficit - Shares Reserved for Future Issuance (Details) - shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||
Redeemable convertible preferred stock (in shares) | 61,332 | 61,332 | 61,332 |
Stock options outstanding (in shares) | 19,511 | 15,125 | 13,596 |
Unvested restricted stock units (RSUs) (in shares) | 209 | 0 | |
Shares reserved for future award issuances (in shares) | 2,266 | 4,044 | 7,763 |
Total (in shares) | 83,318 | 80,501 | 82,691 |
Common Stock and Stockholder_12
Common Stock and Stockholders' Deficit - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||||
Beginning balance (in shares) | 15,125,000 | 13,596,000 | ||
Options granted (in shares) | 1,419,375 | 8,134,000 | 5,609,000 | |
Options exercised (in shares) | (2,940,000) | (2,190,000) | ||
Options forfeited or expired (in shares) | (808,000) | (1,890,000) | ||
Ending balance (in shares) | 19,511,000 | 15,125,000 | 13,596,000 | |
Options vested and exercisable (in shares) | 6,215,000 | 6,274,000 | ||
Weighted- Average Exercise Price | ||||
Beginning balance (in USD per share) | $ 5.58 | $ 4.47 | ||
Options granted (in USD per share) | $ 18.80 | 9.44 | 7.37 | |
Options exercised (in USD per share) | 4.35 | 2.91 | ||
Options forfeited and expired (in USD per share) | 7.48 | 6.04 | ||
Ending balance (in USD per share) | 7.22 | 5.58 | $ 4.47 | |
Options vested and exercisable (in USD per share) | $ 4.93 | $ 3.89 | ||
Additional Disclosures | ||||
Options outstanding, weighted average remaining contractual term (years) | 8 years 4 months 24 days | 7 years 9 months 18 days | 7 years 9 months 18 days | |
Options vested and exercisable, weighted average remaining contractual term (years) | 6 years 3 months 18 days | 6 years | ||
Options outstanding, aggregate intrinsic value | $ 410,039 | $ 28,467 | $ 39,266 | |
Options vested and exercisable, aggregate intrinsic value | $ 145,292 | $ 22,405 |
Common Stock and Stockholder_13
Common Stock and Stockholders' Deficit - RSU Activity (Details) - RSUs - $ / shares | 3 Months Ended | 9 Months Ended |
Jul. 02, 2021 | Sep. 30, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 0 | |
RSUs granted (in shares) | 62,844 | 209,000 |
RSUs vested (in shares) | 0 | |
RSUs forfeited (in shares) | 0 | |
Ending balance (in shares) | 209,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 0 | |
RSUs granted (in USD per share) | 23.45 | |
RSUs vested (in USD per share) | 0 | |
RSUs forfeited (in USD per share) | 0 | |
Ending balance (in USD per share) | $ 23.45 |
Common Stock and Stockholder_14
Common Stock and Stockholders' Deficit - Fair Value Assumptions (Details) - Employee and Non-employee Stock Option - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility, minimum (as a percent) | 53.70% | 48.80% | 48.80% | 48.00% |
Expected volatility, maximum (as a percent) | 54.50% | 53.40% | 53.40% | 50.80% |
Expected term (years) | 6 years 3 months 18 days | 6 years | 6 years | 6 years |
Risk-free interest rate (as a percent) | 1.10% | 0.60% | 0.60% | 1.90% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock per share (in USD per share) | $ 15.27 | $ 12.06 | $ 12.06 | $ 7.75 |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock per share (in USD per share) | $ 21.20 | $ 12.28 | $ 13.11 | $ 12.40 |
Common Stock and Stockholder_15
Common Stock and Stockholders' Deficit - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 10,592 | $ 6,163 | $ 26,971 | $ 16,210 | $ 22,608 | $ 14,081 |
Cost of revenue | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 383 | 247 | 981 | 680 | 905 | 482 |
Research and development | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 5,680 | 2,839 | 13,954 | 7,373 | 10,235 | 4,615 |
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 1,711 | 1,072 | 4,461 | 2,190 | 3,403 | 2,160 |
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 2,818 | $ 2,005 | $ 7,575 | $ 5,967 | $ 8,065 | $ 6,824 |
Net Loss Per Share Attributab_7
Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net loss attributable to common stockholders, basic | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Net loss attributable to common stockholders, diluted | $ (19,363) | $ (19,166) | $ (66,002) | $ (60,298) | $ (75,234) | $ (73,281) |
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 34,256 | 29,306 | 33,003 | 28,707 | 29,040 | 25,916 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.57) | $ (0.65) | $ (2) | $ (2.10) | $ (2.59) | $ (2.83) |
Net Loss Per Share Attributab_8
Net Loss Per Share Attributable to Common Stockholders - Potentially Dilutive Securities Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 82,613 | 80,147 | 82,613 | 80,147 | 79,020 | 79,135 |
Redeemable convertible preferred stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 | 61,332 |
Stock Options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 19,511 | 15,909 | 19,511 | 15,909 | 15,125 | 13,596 |
Unvested RSUs | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 209 | 0 | 209 | 0 | ||
Unvested early exercised stock options subject to repurchase | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 159 | 240 | 159 | 240 | 223 | 317 |
Restricted Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 1,344 | 2,584 | 1,344 | 2,584 | 2,274 | 3,743 |
Contingently issuable shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities (in shares) | 58 | 82 | 58 | 82 | 66 | 147 |
Geographical Information - Su_2
Geographical Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 52,705 | $ 31,826 | $ 132,870 | $ 83,167 | $ 123,284 | $ 82,552 |
United States | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 50,751 | 30,861 | 126,885 | 80,887 | 119,118 | 81,550 |
International | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 1,954 | $ 965 | $ 5,985 | $ 2,280 | $ 4,166 | $ 1,002 |
Subsequent Events (Details)_2
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Nov. 05, 2021USD ($)$ / sharesshares | Oct. 20, 2021USD ($)shares | Jul. 02, 2021 | Sep. 30, 2021USD ($)$ / shares | Jul. 02, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Options vested (in shares) | shares | 3,887,187 | 3,095,000 | 4,189,825 | 2,960,091 | ||||||
Stock-based compensation expense | $ | $ 10,592 | $ 6,163 | $ 26,971 | $ 16,210 | $ 22,608 | $ 14,081 | ||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | |||||||||
Exchange ratio | 3.1057 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 27,000,000,000 | |||||||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 10 | |||||||||
Proceeds from merger transactions | $ | $ 626,700 | |||||||||
Subsequent Event | CEO | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Options vested (in shares) | shares | 743,184 | |||||||||
RSUs | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Awards granted during period (in shares) | shares | 62,844 | 209,000 | ||||||||
Aggregate grant date fair value of awards granted | $ | $ 1,300 | |||||||||
Vesting period | 4 years | 4 years | ||||||||
RSUs | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Awards granted during period (in shares) | shares | 660,682 | |||||||||
Aggregate grant date fair value of awards granted | $ | $ 18,700 | |||||||||
Vesting period | 4 years | |||||||||
Stock Options | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Stock Options | Subsequent Event | CEO | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 8,500 |