10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q/A

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Khosla Ventures Acquisition Co. III

(Exact name of registrant as specified in its charter)


Delaware	001-40247	85-1777015
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2128 Sand Hill Road Menlo Park, California		94025
(Address of Principal Executive Offices)		(Zip Code)

(650)

376-8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	KVSC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of

ctober

7, 2021, 57,756,827 shares of Class A common stock, par value $0.0001 per share, 5,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of Class K common stock, par value $0.0001 per share were issued and outstanding, respectively.


		Page No.
PART I. FINANCIAL INFORMATION			1

Item 1.	Financial Statements		1

	Unaudited Condensed Balance Sheet as of March 31, 2021 (Restated)		1

	Unaudited Condensed Statement of Operations for the period from January 29, 2021 (inception) through March 31, 2021 (Restated)		2

	Unaudited Condensed Statement of Common Stock Subject to Possible Redemption and Changes in Stockholders’ Deficit for the period from January 29, 2021 (inception) through March 31, 2021 (Restated)		3

	Unaudited Condensed Statement of Cash Flows for the period from January 29, 2021 (inception) through March 31, 2021 (Restated)		4

	Notes to Unaudited Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21

Item 4.	Controls and Procedures		21

PART II. OTHER INFORMATION			22

Item 1.	Legal Proceedings		22

Item 1A.	Risk Factors		22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 3.	Defaults Upon Senior Securities		23

Item 4.	Mine Safety Disclosures		23

Item 5.	Other Information		23

Item 6.	Exhibits		23

SIGNATURES


ASSETS
Cash and cash equivalents	$	1,304,417
Prepaid expenses		843,642

Total current assets		2,148,059
Marketable securities held in Trust Account		563,302,226
Other assets		825,145

Total assets	$	566,275,430

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	514,567
Franchise tax payable		50,000
Accrued expenses		43,338
Advances from related party		159,783

Total current liabilities		767,688
Deferred underwriting fees payable		19,715,578
Class K Founder Shares derivative liabilities		17,150,000

Total liabilities		37,633,266

Commitments and Contingencies (Note 5)
Class A common stock subject to possible redemption, 56,330,222 shares at $10.00 redemption value		563,302,226
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,426,605 issued and outstanding (excluding 56,330,222 shares subject to possible redemption)		143
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 5,000,000 shares issued and outstanding		500
Additional paid-in capital		—
Accumulated deficit		(34,660,705	)

Total stockholders’ deficit		(34,660,062	)

Total Liabilities, Common Stock subject to Possible Redemption, and Stockholders’ Deficit	$	566,275,430


Formation costs	$	25,000
General and administrative expenses		20,802
Franchise tax expense		50,000

Loss from operations		(95,802	)
Financing expenses on derivative classified instrument		(47,887,500	)
Change in fair value of derivative liabilities		30,750,000

Loss before income tax		(17,233,302	)
Net Loss	$	(17,233,302	)

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		5,125,581

Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	(1.46	)

Weighted average shares outstanding of Class A non-redeemable common stock, basic and diluted		132,020

Basic and diluted net loss per share, Class A non-redeemable common stock	$	(1.90	)

Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		5,000,000

Basic and diluted net loss per share, Class B non-redeemable common stock	$	(1.90	)


	Common Stock Subject to Possible Redemption				Common Stock														Total
	Class A				Class A				Class B				Additional Paid-			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		In Capital			Deficit			Deficit
Balance as of January 29, 2021 (inception)		—	$	—		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of common stock to Sponsor		—		—		—		—		5,000,000		500		12,000			—			12,500
Sale of Public Shares, net of $31,705,310 issuance costs		56,330,222		531,596,916		—		—		—		—		—			—			—
Sale of Private Placement Shares		—		—		1,426,605		143		—		—		14,265,907			—			14,266,050
Accretion of Class A Common Stock to redemption value		—		31,705,310		—		—		—		—		(14,277,907	)		(17,427,403	)		(31,705,310	)
Net loss		—		—		—		—		—		—		—			(17,233,302	)		(17,233,302	)

Balance as of March 31, 2021		56,330,222	$	563,302,226		1,426,605	$	143		5,000,000	$	500	$	—		$	(34,660,705	)	$	(34,660,062	)


Cash Flows from Operating Activities:
Net loss	$	(17,233,302	)
Adjustments to reconcile net loss to net cash used in operating activities:
Financing expenses on derivative classified instrument		47,887,500
Change in fair value of derivative liabilities		(30,750,000	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(1,668,787	)
Accounts payable and accrued expenses		607,305

Net cash used in operating activities		(1,157,284	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(563,302,226	)

Net cash used in investing activities		(563,302,226	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B and Class K common stock to Sponsor		25,000
Advances from related party		160,383
Proceeds from sale of Public Shares, net of transaction costs		551,312,494
Proceeds from sale of Private Placement Shares		14,266,050

Net cash provided by financing activities		565,763,927

Net increase in cash		1,304,417
Cash - beginning of period		—

Cash - end of period	$	1,304,417

Supplemental disclosure of noncash investing and financing activities:

Deferred underwriting fees payable	$	19,715,578


	As of March 31, 2021
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	566,275,424		$	6		$	566,275,430

Liabilities, common stock subject to possible redemption, and stockholders’ deficit
Total current liabilities	$	762,388		$	5,300		$	767,688
Deferred underwriting fees payable		17,500,000			2,215,578			19,715,578
Class K Founder Shares derivative liabilities		—			17,150,000			17,150,000

Total liabilities		18,262,388			19,370,878			37,633,266
Class A common stock, stock subject to possible redemption		543,013,030			20,289,196			563,302,226
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		203			(60	)		143
Class B common stock - $0.0001 par value		500			—			500
Class K common stock - $0.0001 par value		500			(500	)		—
Additional paid-in-capital		5,094,605			(5,094,605	)		—
Accumulated deficit		(95,802	)		(34,564,903	)		(34,660,705	)

Total stockholders’ equity (deficit)		5,000,006			(39,660,068	)		(34,660,062	)

Total liabilities, common stock subject to possible redemption, and stockholders’ equity	$	566,275,424		$	6		$	566,275,430


	Period From January 29 (Inception) Through March 31, 2021
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(95,802	)	$	—		$	(95,802	)
Financing expenses on derivative classified instrument		—			(47,887,500	)		(47,887,500	)
Change in fair value of derivative liabilities		—			30,750,000			30,750,000

Net loss	$	(95,802	)	$	(17,137,500	)	$	(17,233,302	)

Weighted average shares outstanding of Class A common stock subject to possible redemption		50,116,776			(44,991,195	)		5,125,581
Basic and diluted net loss per common stock, Class A	$	0.00		$	(1.46	)	$	(1.46	)
Weighted average shares outstanding of Class A non-redeemable common stock		—			132,020			132,020
Basic and diluted net loss per common stock, Class A	$	—		$	(1.90	)	$	(1.90	)
Weighted average shares outstanding of Class B non-redeemable common stock		7,014,399			(2,014,399	)		5,000,000
Basic and diluted net loss per common stock, Class B	$	(0.01	)	$	(1.89	)	$	(1.90	)


	(Unaudited)
Net l oss	$	(17,233,302	)
Accretion of temporary equity to redemption value		(2,253,221	)

Net loss including accretion of temporary equity to redemption value	$	(19,486,523	)


	From the period beginning January 29, 2021 (inception) through March 31, 2021 (Unaudited)
	Class A-t			Class A-p			Class B
Basic and diluted net loss per share
Numerator
Allocation of net loss including accretion of temporary equity	$	(9,737,146	)	$	(250,800	)	$	(9,498,577	)
Accretion of temporary equity to redemption value		2,253,221			—			—

Allocation of net loss	$	(7,483,925	)	$	(250,800	)	$	(9,498,577	)

Denominator
Weighted average shares outstanding, basic and diluted		5,125,581			132,020			5,000,000
Basic and diluted net loss per share	$	(1.46	)	$	(1.90	)	$	(1.90	)


Description	Level		March 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	563,302,226

Liabilities:
Derivative liability – Class K Founder Shares		3	$	17,150,000


Input	January 29, 2021 (Inception)			March 31, 2021
Risk-free internet rate		1.19	%		1.81	%
Term to business combination		1.4 years			1.3 years
Expected Volatility		21.5	%		13.0	%
Stock Price	$	10.00		$	9.96


	Class K Founder Shares Derivative Liability
Fair value, January 29, 2021 (inception)	$	47,900,000
Change in fair value of Class K Founder Shares liability		(30,750,000	)
Fair value, March 31, 2021	$	17,150,000


No.		Description of Exhibit

1.1		Underwriting Agreement, dated March 23, 2021, between the Company and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters. (1)

3.1		Amended and Restated Certificate of Incorporation, dated March 24, 2021. (1)

10.1		Investment Management Trust Agreement, dated March 23, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

10.2		Registration Rights Agreement, dated March 23, 2021, among the Company and certain security holders named therein. (1)

10.3		Private Placement Shares Purchase Agreement, dated March 23, 2021, between the Company and the Sponsor. (1)


No.		Description of Exhibit

10.4		Forward Purchase Agreement, dated March 23, 2021, among the Company and the Sponsor. (1)

10.5		Letter Agreement, dated March 23, 2021, among the Company, the Sponsor, Vinod Khosla, Samir Kaul, Peter Buckland, Loren Bough, Sarah Clemens and Harrison Frist. (1)

10.6		Form of Indemnity Agreement, dated March 23, 2021, between the Company and each of its officers and directors. (1)

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data file (formatted as inline XBRL)

SEC Form 10-Q/A filed by Khosla Ventures Acquisition Co. III (Amendment)