kind-20221207
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 7, 2022
Nextdoor Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-4024686-1776836
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
420 Taylor Street
San Francisco, California
(Address of principal executive offices)

94102
(Zip Code)
(415) 344-0333
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
KIND
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01 Other Events.

As previously disclosed, on September 3, 2021, a lawsuit captioned Umbright v. Khosla Ventures Acquisition Co. II, CA No. 2021-0762-LWW (the “Umbright Action”) was filed against Khosla Ventures Acquisition Co. II (“KVSB”) and certain of its directors in the Delaware Court of Chancery (the “Court”) in connection with KVSB’s acquisition of Nextdoor, Inc. KVSB believed that the claims were without merit; however, to avoid the expense and distraction of further litigation, KVSB opted to moot the claims. On October 11, 2021, the Court entered a stipulation and order dismissing all claims in the Umbright Action (the “Mootness Dismissal Order”). On March 14, 2022, the plaintiff in the Umbright Action filed an application for an award of attorneys’ fees and reimbursement of expenses in the amount of $1.25 million (the “Fee and Expense Application”) and, on August 5, 2022, KVSB filed an opposition to the Fee and Expense Application. Pursuant to the Mootness Dismissal Order, on December 7, 2022, the Court entered a Stipulation and Order Regarding Notice to Stockholders (the “Stockholder Notice Order”) submitted by the parties with respect to the Fee and Expense Application.

Additional information concerning the Fee and Expense Application can be found in the Stockholder Notice Order and the Notice of Fee and Expense Application, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXTDOOR HOLDINGS, INC.
Date: December 14, 2022
By:
/s/ Michael Doyle
Michael Doyle
Chief Financial Officer

GRANTED EFiled: Dec 07 2022 03:43PM EST Transaction ID 68530965 Case No. 2021 0762 LWW IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EVAN UMBRIGHT, on behalf of himself and all other similarly situated stockholders of KHOSLA VENTURES ACQUISITION CO. II, Plaintiff, v. KHOSLA VENTURES ACQUISITION CO. II, ENRICO GAGLIOTI, SAMIR KAUL, ANITA SANDS and DMITRI SHKLOVSKY, Defendants. C.A. No. 2021-0762-LWW STIPULATION AND [PROPOSED] ORDER REGARDING NOTICE TO STOCKHOLDERS WHEREAS, on October 11, 2021, the Court entered an Order in the above- captioned action (the “Action”), which, among other things, voluntarily dismissed the Action brought by plaintiff Evan Umbright (“Plaintiff”), a stockholder of Khosla Ventures Acquisition Co. II (the “Company”), against the Company and its Board of Directors (the “Board” and, together with the Company, “Defendants”) as moot and retained jurisdiction solely for the purpose of determining Plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses (“Fee and Expense Application”); WHEREAS, on March 14, 2022, Plaintiff filed his Application for an Award of Attorneys’ Fees; EXHIBIT 99.1

 
WHEREAS, on June 1, 2022, Plaintiff filed his Supplemental Brief in Further Support of His Application for an Award of Attorneys’ Fees; WHEREAS, on August 5, 2022, Defendants filed their Answering Brief in Opposition to Plaintiff’s Application for an Award of Attorneys’ Fees; WHEREAS, on August 31, 2022, Plaintiff filed his Reply Brief in Further Support of His Application for an Award of Attorneys’ Fees; WHEREAS, a hearing on the Fee and Expense Application is scheduled for January 12, 2023 (the “Hearing”); WHEREAS, the parties intend to provide notice to stockholders of the Fee and Expense Application (the “Notice”) in a Form 8-K filed by the Company with the United States Securities and Exchange Commission (the “SEC”); WHEREAS, a proposed form of the Notice is attached as Exhibit A. NOW, THEREFORE IT IS ORDERED this __ day of _________ , 2022 that: 1. The Court approves, in form and content, the Notice filed by the parties as Exhibit A to the Stipulation and finds that the distribution of the Notice is appropriate and shall constitute due and sufficient notice to all Persons entitled thereto. 2. Within five (5) business days of the entry of this Order, the Company shall disclose the Notice in a Form 8-K filed with the SEC. -2-

 
3. At least ten (10) business days prior to the Hearing, counsel for Defendants shall file an affidavit with the Court stating that Defendants have complied with Paragraph 2. 4. If additional notice is required by the Court, then the cost and administration of such additional notice will be borne by Defendants. Dated: December 5, 2022 SMITH, KATZENSTEIN & JENKINS LLP /s/ David A. Jenkins David A. Jenkins (#932) Neal C. Belgam (#2721) Jason Z. Miller (#6310) 1000 West Street, Suite 1501 Wilmington, DE 19801 (302) 652-8400 Attorneys for Plaintiff Of Counsel: Steven J. Purcell Robert H. Lefkowitz Anisha Mirchandani PURCELL & LEFKOWITZ LLP 200 Park Avenue, Suite 1700 New York, NY 10166 (212) 725-1000 MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Susan W. Waesco S. Mark Hurd (#3297) Susan W. Waesco (#4476) Miranda N. Gilbert (#6662) 1201 North Market Street Wilmington, Delaware 19801 (302) 658-9200 Attorneys for Defendants Khosla Ventures Acquisition Co. II, Enrico Gaglioti, Samir Kaul, Anita Sands, and Dmitri Shklovsky -3-

 
IT IS SO ORDERED this ____ day of ___________ , 2022. Vice Chancellor Lori W. Will -4-

 
This document constitutes a ruling of the court and should be treated as such. Court: DE Court of Chancery Civil Action Judge: Lori W. Will File & Serve Transaction ID: 68509256 Current Date: Dec 07, 2022 Case Number: 2021-0762-LWW Case Name: CLOSED 10/28/2021 Evan Umbright v Khosla Ventures Acquisition Co. II /s/ Judge Lori W. Will

 
Transaction ID 68509258 Case No. 2021-0762-LWW EFiled: Dec 05 2022 04:23P IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EVAN UMBRIGHT, on behalf of himself and all other similarly situated stockholders of KHOSLA VENTURES ACQUISITION CO. II, Plaintiff, v. KHOSLA VENTURES ACQUISITION CO. II, ENRICO GAGLIOTI, SAMIR KAUL, ANITA SANDS and DMITRI SHKLOVSKY, Defendants. C.A. No. 2021-0762-LWW NOTICE OF FEE AND EXPENSE APPLICATION TO: ALL RECORD AND BENEFICIAL OWNERS OF KHOSLA VENTURES ACQUISITION CO. II COMMON STOCK AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 3, 2021. UNLESS YOU INTEND TO OBJECT TO THE FEE AND EXPENSE APPLICATION, YOU NEED NOT TAKE ANY ACTION IN RESPONSE TO THIS NOTICE. The purpose of this Notice is to inform you about (i) the application for attorneys' fees and expenses submitted by Plaintiff Evan Umbright ("Plaintiff'), a stockholder of Khosla Ventures Acquisition Co. II ("Khosla" or the "Company"), and his counsel (the "Fee and Expense Application") in connection with the captioned stockholder class action (the "Action") filed against the Company and its Board of Directors (the "Board" and, together with the Company, "Defendants") in the Court of Chancery of the State of Delaware (the "Court"); and (ii) the hearing that the Court will hold on January 12, 2023 at 11:00 a.m., to consider the Fee and Expense Application (the "Hearing"); and (iii) the rights of the Company's stockholders with respect to the Fee and Expense Application. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. EXHIBIT 99.2

 
WHAT IS THE PURPOSE OF THIS NOTICE? 1. The Court directed that this Notice be provided to inform you about your options before the Court rules on the proposed Fee and Expense Application. 2. The issuance of this Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Fee and Expense Application. WHAT IS THE CASE ABOUT? WHAT HAS HAPPENED SO FAR? THE FOLLOWING DESCRIPTION OF THE ACTION, MOOTING OF THE ACTION, AND THE FEE AND EXPENSE APPLICATION HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES. THE COURT HAS MADE NO FINDINGS WITH RESPECT TO SUCH MATTERS, AND THIS NOTICE IS NOT AN EXPRESSION OR STATEMENT BY THE COURT OR FINDING OF FACT. 3. On July 6, 2021, Khosla, a special purpose acquisition company, announced that it entered into a merger agreement to acquire Nextdoor, Inc. In connection with the transaction, the Company's Board adopted amendments to the Company's Certificate of Incorporation (the "Amended Charter"), including an amendment that increased the authorized shares of the Company's Class A common stock by 2.3 billion shares (the "Authorized Share Amendment"). In the Action, Plaintiff alleged that the Company's Class A common stockholders had a right under Section 242(b) of the Delaware General Corporation Law (the "DGCL") to vote separately on the Authorized Share Amendment.' 4. On September 3, 2021, Plaintiff filed the following with the Court: (1) a Verified Stockholder Class Action Complaint; (2) a Motion to Expedite; and (3) a Motion for Preliminary Injunction. The Complaint alleged that the Defendants were breaching their fiduciary duties by: (a) conducting the vote on the Authorized Share Amendment in violation of the Section 242(b)(2) of the DGCL; and (b) making materially false and misleading statements to the Company's stockholders concerning the vote required to approve the Authorized Share Amendment. Plaintiff 1 Closing of the Khosla and Nextdoor business combination was cross-conditioned on stockholder approval of the Authorized Share Amendment. 2

 
moved to expedite the proceedings in this Action and for a preliminary injunction to enjoin the stockholder vote on the Authorized Share Amendment at the Special Meeting. 5. On September 8, 2021, Plaintiff filed his Opening Brief in Support of his Motion for Preliminary Injunction and his Memorandum in Support of His Motion for Expedited Proceedings. On September 28, 2021, Defendants moved to dismiss this Action. 6. On October 1, 2021, Khosla mooted Plaintiff's claims by filing an 8-K with the U.S. Securities & Exchange Commission (the "SEC"), in which the Company disclosed that it had entered into an amendment to the merger agreement with Nextdoor, Inc. which provided that approval of the Amended Charter would require the Class A common stockholders to vote separately on the Authorized Share Amendment. That same day, Khosla filed Amendment No. 2 to the Form S-4 with the SEC, which similarly disclosed that approval of the Amended Charter would be "condition[ed] on the affirmative vote of the holders of a majority of the shares of . . . Class A common stock then outstanding and entitled to vote thereon, voting separately as a single series." 7. On October 11, 2021, the Court granted a Stipulation, Notice and Order Voluntarily Dismissing the Action as Moot and Retaining Jurisdiction to Determine Plaintiffs Counsel's Application for an Award of Attorneys' Fees and Reimbursement of Expenses (the "Mootness Order"). As stated in the Mootness Order, this Action, including the claims set forth in Plaintiff's Verified Class Action Complaint, was voluntarily dismissed by Plaintiff because Plaintiff's claims were rendered moot. No compensation of any form passed directly or indirectly from any of the Defendants in the Action to Plaintiff or Plaintiff's attorneys in this Action, and no promise to give any such compensation was made. 8. At the Special Meeting held on November 2, 2021, the Company's stockholders approved the Khosla and Nextdoor, Inc. business combination and the Amended Charter, with a majority of the shares of the Company's Class A common stock voting separately in favor. The business combination closed on November 5, 2021, at which point the Company's name changed from Khosla to Nextdoor Holdings, Inc. 9. On March 14, 2022, Plaintiff filed an Application for an Award of Attorneys' Fees with the Court (i.e., the Fee and Expense Application). In his 3

 
application, Plaintiff requested fees and expenses in the amount of $1,250,000 (the "Fee and Expense Amount"). 10. On June 1, 2022, Plaintiff filed a Supplemental Brief in Further Support of his Application for an Award of Attorneys' Fees. 11. On August 5, 2022, Defendants in this Action filed an Answering Brief in Opposition to Plaintiff's Application for an Award of Attorneys' Fees. On August 31, 2022, Plaintiff filed his Reply Brief in Further Support of his Application for an Award of Attorney's Fees. HOW WILL PLAINTIFF'S COUNSEL BE PAID? 12. This Court will determine the amount of any fee and expense award to Plaintiff's Counsel, and will consider this matter at the upcoming hearing described below. WHEN WILL THE HEARING BE HELD? DO I HAVE A RIGHT TO APPEAR AT THE HEARING? 13. The Court will consider the Fee and Expense Application at an in-person hearing to be held before The Honorable Lori W. Will, Vice Chancellor, on January 12, 2023, at 11: 00 a.m., at the Court of Chancery of the State of Delaware, Court of Chancery Courthouse, in the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (or by telephone or Zoom if the Hearing is conducted in such a manner). 14. The Court will consider any submission made in accordance with the provisions below even if an Objector does not attend the hearing. 15. Any record or beneficial stockholder of the Company who objects to the Fee and Expense Application may appear in person (or by telephone or Zoom if the Hearing is conducted is such manner) or by his, her, or its attorney at the Hearing and present any evidence or argument that may be proper and relevant; provided, however, that no Objector shall be heard or entitled to contest the Fee and Expense Application unless he, she, or it has, no later than ten business days before the Hearing (unless the Court in its discretion shall thereafter otherwise direct, upon 4

 
application of such Objector and for good cause shown), files with the Register in Chancery, Court of Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, the following: (i) proof of ownership of the Company's common stock as of September 3, 2021 and continuously to the present; (ii) a written and signed notice of the Objector's intention to appear, which states the name, address, and telephone number of his, her, or its counsel; (iii) a detailed statement of the objections to any matter(s) before the Court; and (iv) a detailed statement of all grounds for such objection(s) and the reasons for the Objector's desire to appear and to be heard, as well as all documents or writings which the Objector desires the Court to consider. Any such filings with the Court must also be served upon each of the following counsel (i) by hand, first class U.S. mail, or express service, and (ii) by email such that they are received no later than ten business days prior to the Hearing: David A. Jenkins SMITH, KATZENSTEIN & JENKINS LLP 1000 N. West Street, Suite 1501 Wilmington, DE 19801 (302) 652-8400 [email protected] Steven J. Purcell PURCELL & LEFKOWITZ LLP 369 Lexington Avenue, 3rd Floor New York, NY 10017 (212) 725-1000 [email protected] Counsel for Plaintiff Susan W. Waesco MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street Wilmington, DE 19801 (302) 351-9677 [email protected] Counsel for Defendants Khosla Ventures Acquisition Co. II, Enrico Gaglioti, Samir Kaul, Anita Sands, and Dimitri Shklovsky 5

 
16. Any person or entity who fails to object in the manner described above shall be deemed to have waived such objection (including the right to appeal), unless the court in its discretion allows such objection to be heard at the Hearing, and shall be forever barred from raising any objection to Plaintiff's Counsel's Fee and Expense Application. CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS? 17. This Notice contains only a summary of the terms of the proposed Fee and Expense Application. For more detailed information about the matters involved in the Action, you are referred to the papers on file in the Action, which may be inspected at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, Court of Chancery Courthouse, 500 North King Street, Wilmington, DE 19801, during regular business hours of each business day. If you have questions regarding the Fee and Expense Application, you may write or call the following representative for Plaintiff's Counsel: Steven J. Purcell, PURCELL & LEFKOWITZ LLP, 369 Lexington Avenue, 3rd Floor, New York, NY 10017, (212) 725-1000, [email protected]. DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE. BY ORDER OF THE COURT Dated: ___________________ , 2022 __________________________ Register in Chancery December 14 /s/ Susan Judge