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 7.01 Regulation FD Disclosure
Khosla Ventures Acquisition Co. (the “Company”) did not consummate, or execute a letter of intent, agreement in principle or definitive agreement for, an initial business combination on or December 8, 2023, and therefore in accordance with the Company’s certificate of incorporation the Company shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not later than December 18, 2023 redeem 100% of the outstanding shares of Class A common stock issued in its initial public offering and not previously redeemed (the “Public Shares”), at a per-share redemption price of $10.75679613, and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate.
The Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. Holders of record of Public Shares of December 8, 2023 will be entitled to receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount.
The Company’s initial stockholders, including its sponsor and initial directors, have agreed to waive their redemption rights with respect to their outstanding Class B common stock issued prior to the Company’s initial public offering.
The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
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: December 12, 2023 | By: | /s/ Peter Buckland | ||||
| Name: Peter Buckland | ||||||
| Title: Chief Financial Officer | ||||||