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
No. 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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