Khosla Ventures Acquisition Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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 1.01 | Entry into a Material Definitive Agreement |
Amendment No. 1 to the Investment Management Trust Agreement
As approved by its stockholders at the special meeting of stockholders held on June 6, 2023 (the “Special Meeting”), Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “IMTA Amendment”) to the Investment Management Trust Agreement, dated as of March 8, 2021 (the “IMTA”). The IMTA Amendment amends the IMTA allowing the Company to extend the period of time the Company must consummate a Business Combination (as defined in the IMTA) pursuant to the IMTA from June 8, 2023 to December 8, 2023.
The foregoing description of the IMTA Amendment is qualified in its entirety by reference to the IMTA Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
As approved by its stockholders at the Special Meeting, the Company filed an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from June 8, 2023 to December 8, 2023.
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 6, 2023, the Company convened the Special Meeting. As of the close of business on May 10, 2023, the record date for the Special Meeting, there were 35,490,000 outstanding shares of Class A common stock (“Class A common stock”), each of which entitles its holder to cast one vote per share with respect to the Extension Amendment Proposal and the Trust Amendment Proposal (each as defined below). There were also 5,000,000 outstanding shares of Class B common stock (“Class B common stock” and, together with the Class A common stock, the “Common Stock”), each of which entitles its holder to cast 1.217647 vote per share on an as converted basis with respect to the Extension Amendment Proposal and the Trust Amendment Proposal. A total of 30,086,860 shares of Common Stock, representing approximately 72.36% of the outstanding shares of Common Stock, on an as converted basis, entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. Additionally, a total of 6,039,529 shares of Class B common stock, representing approximately 99.2% of the outstanding shares of Class B common stock, on an as converted basis, entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum solely with respect to the Extension Amendment Proposal. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on May 19, 2023. The stockholders of the Company voted on proposals to amend the A&R Charter to extend the date by which the Company must consummate a business combination (the “Extension Amendment Proposal”) and to amend the IMTA to extend the date by which the Company must consummate a business combination (the “Trust Amendment Proposal”). A summary of the voting results at the Special Meeting is set forth below:
The Extension Amendment Proposal – To approve and amend the A&R Charter to extend the date by which the Company must consummate a business combination from June 8, 2023 to December 8, 2023.
| For |
Against |
Abstain | ||
| 29,580,291 | 473,695 | 32,874 |
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The Trust Amendment Proposal – To approve and amend the IMTA allowing the Company to extend the period of time required to consummate a business combination from June 8, 2023 to December 8, 2023.
| For |
Against |
Abstain | ||
| 29,580,291 | 473,695 | 32,874 |
Stockholders holding 33,570,544 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $343,677,676 (approximately $10.237 per share) will be withdrawn from the Trust Account to pay such redeeming holders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibits | |
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation of the Company. | |
| 10.1 | Amendment No. 1 to the Investment Management Trust Agreement, dated June 6, 2023, entered into between the Company and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
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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: June 12, 2023 | By: | /s/ Peter Buckland | ||||
| Name: | Peter Buckland | |||||
| Title: | Chief Financial Officer | |||||
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