Nextdoor Holdings, Inc S-1/A, filed Mar 15, 2021

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Nextdoor Holdings, Inc. (NXDR)

S-1/A 2021-03-15

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Delaware	6770	86-1776836
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)



Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security⁽¹⁾	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee
Shares of Class A common stock, $0.0001 par value⁽²⁾	46,000,000 shares	$10.00	$460,000,000	$50,186
Total			$460,000,000	$50,186⁽⁴⁾


	Per Share		Total
Public offering price	$	10.00	$	400,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.55	$	22,000,000
Proceeds, before expenses, to Khosla Ventures Acquisition Co. II	$	9.45	$	378,000,000


A LETTER FROM OUR TEAM			ii
SUMMARY			1
RISK FACTORS			38
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			76
USE OF PROCEEDS			77
DIVIDEND POLICY			81
DILUTION			82
CAPITALIZATION			85
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			87
PROPOSED BUSINESS			93
MANAGEMENT			122
PRINCIPAL STOCKHOLDERS			132
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			135
DESCRIPTION OF SECURITIES			137
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			151
UNDERWRITING			158
LEGAL MATTERS			164
EXPERTS			164
WHERE YOU CAN FIND ADDITIONAL INFORMATION			164
INDEX TO FINANCIAL STATEMENTS			F-1


	February 1, 2021
Balance Sheet Data:
Working capital (deficiency)	$	(95,000	)
Total assets	$	135,000
Total liabilities	$	120,000
Stockholder’s equity	$	15,000


	Without Over- Allotment Option			Over-Allotment Option Fully Exercised
*Gross proceeds*
Gross proceeds from public shares offered to public⁽¹⁾	$	400,000,000		$	460,000,000
Gross proceeds from private placement shares offered in the private placement		11,000,000			12,200,000

Total gross proceeds	$	411,000,000		$	472,200,000

*Estimated offering expenses⁽²⁾*
Underwriting commissions (2.0% of gross proceeds from public shares offered to public, excluding deferred portion)⁽³⁾		8,000,000			9,200,000

Legal fees and expenses		400,000			400,000
Accounting fees and expenses		30,000			30,000
SEC filing fees and expenses		50,186			50,186
FINRA filing fees and expenses		69,500			69,500
Nasdaq filing fees and expenses		75,000			75,000
Director and Officer liability insurance premiums		1,290,000			1,290,000
Printing and engraving expenses		50,000			50,000
Miscellaneous expenses		35,314			35,314

Total offering expenses (excluding underwriting commissions)	$	2,000,000		$	2,000,000
Proceeds after offering expenses	$	401,000,000		$	461,000,000

Held in trust account⁽³⁾	$	400,000,000		$	460,000,000
% of public offering size		100	%		100	%
Not held in trust account	$	1,000,000		$	1,000,000


	Amount		% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination⁽⁵⁾	$	400,000		40.0	%
Legal and accounting fees related to regulatory reporting obligations		100,000		10.0	%
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target		160,000		16.0	%
Reserve for liquidation		100,000		10.0	%
Working capital to cover miscellaneous expenses (including franchise taxes)		240,000		24.0	%

Total	$	1,000,000		100.00	%


	Without Over-allotment			With Over-allotment
Public offering price	$	10.00		$	10.00
Net tangible book deficit before this offering		(0.02	)		(0.02	)
Increase (decrease) attributable to public stockholders		0.41			0.40

Pro forma net tangible book value after this offering and the sale of the private placement shares		0.39			0.38

Dilution to public stockholders	$	9.61		$	9.62

Percentage of dilution to public stockholders		96.1	%		96.2	%


	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percentage			Number		Percentage			Average Price Per Share
Class B common stock⁽¹⁾		5,000,000		9.78	%	$	12,500		.003	%	$	0.0025
Class K common stock⁽²⁾		5,000,000		9.78	%	$	12,500		.003	%	$	0.0025
Private placement shares		1,100,000		2.15	%	$	11,000,000		2.676	%	$	10.00
Public stockholders		40,000,000		78.29	%	$	400,000,000		97.318	%	$	10.00

		51,100,000		100.00	%	$	411,025,000		100.00	%


	Without Over- allotment			With Over- allotment
Numerator:
Net tangible book deficit before this offering	$	(95,000	)	$	(95,000	)
Net proceeds from this offering and sale of the private placement shares⁽¹⁾		401,000,000			461,000,000
Plus: Offering costs paid in advance, excluded from tangible book value		110,000			110,000
Less: Deferred underwriting commissions		(14,000,000	)		(16,100,000	)
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001⁽²⁾		(382,014,990	)		(439,914,990	)

	$	5,000,010		$	5,000,010

Denominator:
Class B common stock outstanding prior to this offering		5,000,000			5,000,000
Class K common stock outstanding prior to this offering		5,000,000			5,000,000
Class A common stock offered and sale of private placement shares		41,100,000			47,220,000
Less: Shares subject to redemption		(38,201,499	)		(43,991,499	)

		12,898,501			13,228,501


	February 1, 2021
	Actual			As Adjusted⁽¹⁾⁽³⁾
Note payable to related party⁽¹⁾	$	—		$	—
Deferred underwriting commissions		—			14,000,000

Class A common stock subject to possible redemption; -0- and 38,201,499 shares, actual and as adjusted, respectively⁽²⁾		—			382,014,990

Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted		—			—
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; -0- and 2,898,501 shares issued and outstanding (excluding -0- and 38,201,499 shares subject to possible redemption), actual and as adjusted, respectively		—			290
Class B common stock, $0.0001 par value, 30,000,000 shares authorized; 5,000,000 shares issued and outstanding, actual and as adjusted, respectively⁽³⁾		500			500
Class K common stock, $0.0001 par value, 30,000,000 shares authorized; 5,000,000 shares issued and outstanding, actual and as adjusted, respectively⁽⁴⁾		500			500
Additional paid-in capital⁽⁵⁾		24,000			5,008,720
Accumulated deficit		(10,000	)		(10,000	)

Total stockholders’ equity	$	15,000		$	5,000,010

Total capitalization	$	15,000		$	401,015,000


	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$400,000,000 of the net proceeds of this offering and the sale of the private placement shares will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee.	Approximately $340,200,000 of the offering proceeds, representing the gross proceeds of this offering would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	$400,000,000 of the net proceeds of this offering and the sale of the private placement shares held in trust will be invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Receipt of interest on escrowed funds	Interest income (if any) on proceeds from the trust account to	Interest income on funds in escrow account would be held for the sole


	Terms of Our Offering	Terms Under a Rule 419 Offering
	be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination

Limitation on fair value or net assets of target business	Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our 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.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The public shares are expected to begin trading on or promptly after the date of this prospectus.	No trading of the public shares would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Election to remain an investor	We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described	A prospectus containing information pertaining to the initial business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or


Citigroup		Goldman Sachs & Co. LLC


	Terms of Our Offering	Terms Under a Rule 419 Offering
	herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.	dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

Business combination deadline	If we have not completed an initial business combination within the period to consummate the initial business combination, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 us to pay	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.


	Terms of Our Offering	Terms Under a Rule 419 Offering
	our 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 our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Release of funds	Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of: (i) the completion of our initial business combination, (ii) the redemption of 100% of our public shares if we have not completed an initial business combination within the period to consummate the initial business combination, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that (A) would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.


		Terms of Our Offering		Terms Under a Rule 419 Offering
		business combination within the period to consummate the initial business combination or (B) with respect to the rights of holders of our Class A common stock and any other provisions relating to stockholders’ rights or pre-initial business combination activity.


Name	Age		Position
Founder
Vinod Khosla		66	Founder
Officers
Samir Kaul		47	Chief Executive Officer, Director
Peter Buckland		51	Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary
Director Nominees
Dmitri Shklovsky		45	Director Nominee
Anita Sands		44	Director Nominee
Enrico Gaglioti		49	Director Nominee


Individual	Entity	Entity’s Business	Affiliation
Vinod Khosla	Khosla Ventures⁽¹⁾	Technology	Founder
	KV Acquisition I⁽²⁾	Blank Check Company	Founder
	KV Acquisition III⁽²⁾	Blank Check Company	Founder
	KV Acquisition IV⁽²⁾	Blank Check Company	Founder

Samir Kaul	Khosla Ventures⁽¹⁾	Technology	Managing Director, General Partner

	KV Acquisition I⁽²⁾	Blank Check Company	President, Chief Executive Officer and Director

	KV Acquisition III⁽²⁾	Blank Check Company	President, Chief Executive Officer and Director


			Approximate Percentage of Outstanding Common stock
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾⁽³⁾		‘Before Offering			After Offering
Khosla Ventures SPAC Sponsor II LLC (our sponsor)⁽⁴⁾		4,880,000		97.6	%		10.8	%
Vinod Khosla⁽⁴⁾		4,880,000		97.6	%		10.8	%
Samir Kaul⁽⁴⁾		4,880,000		97.6	%		10.8	%
Peter Buckland		-		-			-
Enrico Gaglioti		40,000		*			*
Anita Sands		40,000		*			*
Dmitri Shklovsky		40,000		*			*
All executive officers, directors and director nominees as a group (5 individuals)		5,000,000		100.0	%		15.0	%


Underwriters	Number of Shares
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Total		40,000,000


	Paid By Khosla Ventures SPAC Sponsor II LLC
	No Exercise		Full Exercise
Per Share⁽¹⁾	$	0.55	$	0.55
Total⁽¹⁾	$	22,000,000	$	25,300,000


	Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of February 1, 2021		F-3
Statement of Operations for the period from January 29 (inception) through February 1, 2021		F-4
Statement of Changes in Stockholder’s Equity for the period from January 29 (inception) through February 1, 2021		F-5
Statement of Cash Flows for the period from January 29 (inception) through February 1, 2021		F-6
Notes to Financial Statements		F-7


ASSETS:
Cash	$	25,000
Deferred offering costs associated with proposed public offering		110,000

Total Assets	$	135,000

LIABILITIES AND STOCKHOLDER’S EQUITY:

Current liabilities:
Accrued expenses	$	120,000

Total current liabilities		120,000

Commitments and Contingencies (Note 5)

Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding		500
Class K common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding; nonvoting⁽¹⁾		500
Additional paid-in capital		24,000
Accumulated deficit		(10,000	)

Total stockholder’s equity		15,000

Total Liabilities and Stockholder’s Equity	$	135,000


Formation costs	$	10,000

Net loss	$	(10,000	)

Weighted average shares outstanding, basic and diluted⁽¹⁾		5,000,000

Basic and diluted net loss per share	$	(0.00	)


	Common Stock												Additional Paid-In		Accumulated			Total Stockholder’s
	Class A				Class B				Class K				Additional Paid-In		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance — January 29, 2021 (inception)		—	$	—		—	$	—			$	—	$	—	$	—		$	—
Issuance of founder shares to Sponsor⁽¹⁾		—		—		5,000,000		500		5,000,000		500		24,000		—			25,000
Net loss		—		—		—		—						—		(10,000	)		(10,000	)

Balance — February 1, 2021		—	$	—		5,000,000	$	500		5,000,000		500	$	24,000	$	(10,000	)	$	15,000


Cash Flows from Operating Activities:
Net loss	$	(10,000	)
Adjustments to reconcile net loss to cash used in operating activities
Changes in operating assets and liabilities:
Accrued expenses		10,000

Net cash used in operating activities		—

Cash Flows from Financing Activities:
Proceeds from issuance of founder shares to Sponsor		25,000

Net cash provided by financing activities		25,000

Net increase in cash		25,000
Cash — beginning of the period		—

Cash — end of the period	$	25,000

Supplemental disclosure of noncash financing activities:
Deferred offering costs included in accrued expenses	$	110,000


Exhibit No.		Description

1.1		Form of Underwriting Agreement.

3.1		Certificate of Incorporation.

3.2		Form of Amended and Restated Certificate of Incorporation.

3.3		Bylaws

4.1		Specimen Class A Common Stock Certificate.

5.1		Opinion of Latham & Watkins LLP.

10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

10.2		Form of Registration Rights Agreement among the Registrant and certain securityholders.

10.3		Form of Private Placement Shares Purchase Agreement between the Registrant and the Sponsor.

10.4		Form of Indemnity Agreement.

10.5		Promissory Note, dated as of February 8, 2021, issued to the Sponsor.

10.6		Securities Subscription Agreement, dated January 29, 2021, between the Registrant and the Sponsor.

10.7		Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

10.8		Form of Forward-purchase Agreement between the Registrant and the Sponsor.

23.1		Consent of Marcum LLP

23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

24*		Power of Attorney (included on the signature page to the initial public filing of this Registration Statement).

99.1		Consents of Director Nominees


KHOSLA VENTURES ACQUISITION CO. II
By:		/s/ Samir Kaul
Name:		Samir Kaul
Title:		Chief Executive Officer and President


Name	Position	Date


/s/ Samir Kaul Samir Kaul	Chief Executive Officer, President and Director (Principal Executive Officer)	March 15, 2021

/s/ Peter Buckland Peter Buckland	Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)	March 15, 2021


Very truly yours,

KHOSLA VENTURES ACQUISITION CO. II

By:
		Name: Samir Kaul
		Title: Chief Executive Officer


Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

By:
		Name:
		Title:

GOLDMAN SACHS & CO. LLC

By:
		Name:
		Title:

On behalf of each of the Underwriters


SCHEDULE I
Underwriter	Total Number of Firm Shares to be Purchased	Shares to be Purchased if Maximum Option Exercised
Citigroup Global Markets Inc.	[•]	[•]
Goldman Sachs & Co. LLC	[•]	[•]

Total	40,000,000	46,000,000


By:		_/s/ Samir Kaul
Samir Kaul, President and Chief Executive Officer