SEC Form SC 13G filed by Khosla Ventures Acquisition Co. II

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CUSIP No. 482505104

13G

1	NAMES OF REPORTING PERSONS
	EJF Debt Opportunities Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,267,930
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,267,930
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,267,930
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021.

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Khosla Ventures Acquisition Co. II

2128 Sand Hill Road

Menlo Park, California  94025

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)     EJF Capital LLC;

(ii)    Emanuel J. Friedman;

(iii)   EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);

(iv)   EJF Debt Opportunities GP, LLC;

(v)    EJF SPAC Investments Master Fund LP (the “SPAC Fund”); and

(vi)   EJF SPAC Investments GP LLC.

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

The address of the principal business office of each Reporting Person is:

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

See Item 4 of the attached cover pages.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

482505104

Not Applicable.

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Each of the Debt Fund and the SPAC Fund is the beneficial owner of the Class A Common Stock shown on Item 9 of its respective cover page.

EJF SPAC Investments GP LLC is the general partner of the SPAC Fund and an affiliate thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the SPAC Fund is the record owner.

EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC and EJF SPAC Investments GP LLC, and may be deemed to share beneficial ownership of the Class A Common Stock of which such entities may share beneficial ownership.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which EJF Capital LLC may share beneficial ownership.

 

If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

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Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  November 8, 2021

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EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF SPAC Investments Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands, and EJF SPAC Investments GP LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

 

Dated:  November 8, 2021