Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Item 7.01 Regulation FD Disclosure
KVSB issued a press release on
The information in this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject liability under that section, and shall not be deemed to be incorporated by reference into any filing of KVSB under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between KVSB
and Nextdoor. This Current Report on Form 8-K does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. KVSB filed a
registration statement on Form S-4, as amended, with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by KVSB with the
Participants in Solicitation
KVSB and Nextdoor and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSB's stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers of KVSB and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
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Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KVSB, the combined company or Nextdoor, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between KVSB and Nextdoor. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Current Report on Form
8-K, including but not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect the price of
KVSB's securities, (ii) the risk that the transaction may not be completed by
KVSB's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by KVSB, (iii) the
failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the stockholders of KVSB, the
satisfaction of the minimum cash condition following redemptions by KVSB's
public stockholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on Nextdoor's business relationships, operating results and business
generally, (viii) risks that the proposed transaction disrupts current plans and
operations of Nextdoor and potential difficulties in Nextdoor employee retention
as a result of the transaction, (ix) the outcome of any legal proceedings that
may be instituted against Nextdoor or against KVSB related to the Merger
Agreement or the proposed transaction, (x) the ability to maintain the listing
of KVSB's securities on a national securities exchange, (xi) the price of KVSB's
securities may be volatile due to a variety of factors, including changes in the
highly competitive industries in which KVSB plans to operate or Nextdoor
operates, variations in operating performance across competitors, changes in
laws and regulations affecting KVSB's or Nextdoor's business and changes in the
combined capital structure, and (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of KVSB's registration on Form S-1 (File No. 333-253098), the
registration statement on Form S-4 discussed above and other documents filed by
KVSB from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedOctober 29, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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