UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of Material Definitive Agreement.
Khosla Ventures Acquisition Co. (“KVSA”) is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As previously disclosed, on June 9, 2021, KVSA entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Valo Health, Inc., a Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability company (“Valo Holdco” and, together with Valo, the “Valo Parties”) and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSA (“Merger Sub”). Capitalized terms not defined herein have the meanings assigned to them in the Merger Agreement.
On November 15, 2021, KVSA and the Valo Parties mutually agreed to terminate the Merger Agreement, effective immediately, pursuant to Section 10.1(a) thereof. Except as otherwise set forth in the Merger Agreement, none of KVSA, the Valo Parties or Merger Sub shall have any further liability thereunder.
Upon the termination of the Merger Agreement, the Subscription Agreements, that certain Sponsor Vesting Agreement, dated June 9, 2021 between Khosla Ventures SPAC Sponsor, LLC, KVSA and the Valo Parties (the “Sponsor Vesting Agreement”), the Sponsor Support Agreement and the Member Support Agreement terminated pursuant to their terms.
The foregoing description of the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, the form of Subscription Agreement, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement, copies of which were filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to the Current Report on Form 8-K filed by KVSA on June 9, 2021, which are incorporated herein by reference.
Item 8.01 Other Events.
In connection with the termination of the Merger Agreement, KVSA has cancelled the previously announced special meeting of its stockholders on November 16, 2021 to vote on the approval and adoption of the Merger Agreement.
On November 15, KVSA and Valo Holdco issued a joint press release announcing the termination of the Merger Agreement. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 15, 2021. | |
| 104 | Cover 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.
| Khosla Ventures Acquisition Co. | ||||||
| Date: November 15, 2021 | By: | /s/ Peter Buckland | ||||
| Name: | Peter Buckland | |||||
| Title: | Chief Financial Officer | |||||