References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Khosla Ventures Acquisition Co. References to our
"management" or our "management team" refer to our officers and directors,
references to the "Sponsor" refer to Khosla Ventures SPAC Sponsor LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are not historical facts, and involve risks and
uncertainties that could cause actual results to differ materially from those
expected and projected. All statements, other than statements of historical fact
included in this Form
10-Q
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward- looking statements, please refer to the Risk
Factors section of the Company's final prospectus for its initial public
offering ("IPO") filed with the U.S. Securities and Exchange Commission (the
"SEC"). The Company's securities filings can be accessed on the EDGAR section of
the SEC's website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on
January 15, 2021 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses. We intend to effectuate our initial
business combination using cash from the proceeds of the IPO and the sale of the
private placement shares and forward-purchase shares, our capital stock, debt or
a combination of cash, stock and debt. We are an emerging growth company and, as
such, we are subject to all of the risks associated with emerging growth
companies.
Our sponsor is Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability
company. The registration statement for our IPO was declared effective on
March 3, 2021. On March 8, 2021, we consummated our IPO of 34,500,000 Public
Shares at $10.00 per share, generating gross proceeds of $345,000,000, and
incurring offering costs of $19,660,260, inclusive of $12,075,000 in deferred
underwriting fees payable.
Simultaneously with the closing of the IPO, we consummated the private placement
of 990,000 private placement shares at a price of $10.00 per private placement
share to the sponsor, generating proceeds of $9,900,000.
Upon the closing of the IPO and the private placement, the $345,000,000 of net
proceeds from the IPO and certain of the proceeds of the private placement were
placed in a Trust Account ("Trust Account") located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and invested only
in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act that invest only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a business combination and (ii) the distribution of the
Trust Account.
If we are unable to complete a business combination by March 8, 2023 (24 months
from the closing of the IPO), or June 8, 2023 (27 months from the closing of the
IPO), if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination by March 8, 2023, and
our stockholders have not amended the certificate of incorporation to extend
such period, we will (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but no more than ten business days
thereafter subject to lawfully available funds therefor, redeem 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 our taxes as well as expenses relating
to the administration of the Trust Account (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 the
remaining stockholders and the 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.
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On June 9, 2021, we entered into an agreement for a proposed initial business
combination with Valo Health, a technology company using human-centric data and
artificial intelligence (AI) powered computation to transform the drug discovery
and development process. Concurrently with such an agreement, we also entered
into subscription agreements (the "PIPE I Subscription Agreements") with certain
investors (collectively, the "PIPE I Investors"), pursuant to, and on the terms
and subject to the conditions of which, the PIPE I Investors collectively
subscribed for 16,855,000 shares of Class A common stock for an aggregate
purchase price equal to $168,550,000 (the "PIPE I Investment"). On July 30,
2021, we entered into additional subscription agreements (the "PIPE II
Subscription Agreements") with certain investors (collectively, the "PIPE II
Investors"), pursuant to, and on the terms and subject to the conditions of
which, the PIPE II Investors collectively subscribed for an additional 3,231,250
shares of KVSA Common Stock for an aggregate purchase price equal to $32,312,500
(the "PIPE II Investment").
On November 15, 2021, we and Valo Health mutually agreed to terminate the
proposed initial business combination based on market conditions, particularly
in the biotechnology area. As such, we continue to search for a potential
initial business combination target. The PIPE I Investment and PIPE II
Investment were also both terminated upon the termination of the proposed
initial business combination with Valo Health.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations (other than searching for a business
combination after our IPO) nor generated any revenues to date. Our only
activities through March 31, 2022 were organizational activities and those
necessary to prepare for the IPO and the proposed initial business combination.
We do not expect to generate any operating revenues until after the completion
of our business combination. We expect to generate
non-operating
income in the form of interest income on marketable securities held after the
IPO. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended March 31, 2022, we had a loss from operations of
$421,195, which consisted of $371,195 of general and administrative expenses and
$50,000 in franchise tax expense. We also incurred a $150,000 gain on the change
in fair value of derivative liabilities, and a $28,158 gain on marketable
securities held in Trust Account, resulting in a net loss of $243,037 for the
three months ended March 31, 2022.
For the period from January 15, 2021 (inception) through March 31, 2021, we had
a loss from operations of $196,558, which consisted of $30,000 in formation
costs, $116,558 in general and administrative expenses, and $50,000 in franchise
tax expenses. We also incurred $12,137,500 in financing expenses on derivative
classified instrument, offset by the change in fair value of derivative
liabilities of $9,000,000, resulting in a net loss of $3,334,058 for the period
from January 15, 2021 (inception) through March 31, 2021.
Liquidity and Capital Resources
As of March 31, 2022, the Company had $22,668 in its operating bank account,
$657,731 in prepaid expenses, $345,045,187 in marketable securities held in the
Trust Account to be used for a business combination or to repurchase or redeem
its common stock in connection therewith and a working capital deficit of
$3,647,394. As of March 31, 2022, $28,158 of the amount on deposit in the Trust
Account represented interest income, which is available for payment of franchise
taxes and expenses in connection with the liquidation of the Trust Account. In
addition, the Working Capital Loan and advances from related parties are
available to the Company to fund operations.
If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, suspending the pursuit of a business combination. The
Company cannot provide any assurance that new financing will be available to it
on commercially acceptable terms, if at all.
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As a result of the above, in connection with the Company's assessment of going
concern considerations in accordance with Accounting Standards Update ("ASU")
2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that the liquidity conditions raise
substantial doubt about the Company's ability to continue as a going concern
through approximately one year from the date of filing. These financial
statements do not include any adjustments relating to the recovery of the
recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities.
The underwriters are entitled to a deferred fee of $0.35 per public share, or
$12,075,000 in the aggregate. The deferred fee will be waived by the
underwriters in the event that the Company does not complete a business
combination, subject to the terms of the underwriting agreement.
On March 3, 2021, we entered into a forward-purchase agreement pursuant to which
the sponsor (together with any permitted transferees under the forward-purchase
agreement, the "Khosla Entities") have agreed to purchase an aggregate of up to
2,500,000 forward-purchase shares for $10.00 per share, or an aggregate maximum
amount of $25,000,000, in a private placement that will close simultaneously
with the closing of the initial business combination. The Khosla Entities will
purchase a number of forward-purchase shares that will result in gross proceeds
to us necessary to enable us to consummate our initial business combination and
pay related fees and expenses, after first applying amounts available to us from
the Trust Account (after paying the underwriting fees payable and giving effect
to any redemptions of Public Shares) and any other financing source obtained by
us for such purpose at or prior to the consummation of our initial business
combination, plus any additional amounts mutually agreed by us and the Khosla
Entities to be retained by the post-business combination company for working
capital or other purposes. The Khosla Entities' obligation to purchase
forward-purchase shares will, among other things, be conditioned on the business
combination (including the target assets or business, and the terms of the
business combination) being reasonably acceptable to the Khosla Entities and on
a requirement that such initial business combination is approved by a unanimous
vote of our board of directors. In determining whether a target is reasonably
acceptable to the Khosla Entities, we expect that the Khosla Entities would
consider many of the same criteria as we will consider but will also consider
whether the investment is an appropriate investment for the Khosla Entities.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have not identified any critical accounting policies other than
the following.
Class K Founder Shares Derivative Liabilities
Please refer to additional information in filed 10- K for the fiscal year ended
December 31, 2021 within Financial Statements Note 4 and Note 7.
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Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
financial statements.
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