Valo Health, LLC signed letter of intent to acquire Khosla Ventures Acquisition Co. (NasdaqCM:KVSA) from Khosla Ventures SPAC Sponsor LLC and others in a reverse merger transaction on April 9, 2021. Valo Health, LLC entered into an agreement to acquire Khosla Ventures Acquisition Co. (NasdaqCM:KVSA) from Khosla Ventures SPAC Sponsor LLC and others in a reverse merger transaction for $2.3 billion on June 9, 2021. Under the terms of the agreement, Valo Health will get 225 million Class A common stock of Khosla Ventures representing a pre-transaction equity value of Valo of $2.25 billion. The transaction values the combined company at a pro forma market value of approximately $2.8 billion. The combined company is anticipated to have a pro forma cash balance of approximately $750 million before deducting anticipated transaction expenses, including existing Valo cash of approximately $250 million as of the date hereof, approximately $333 million of net cash held in KVAC's trust, after deducting deferred underwriting commissions and assuming no redemptions, and a $168.5 million private investment in public equity priced at $10 per share. In addition, on June 9, 2021, concurrently with the execution of the merger agreement, Khosla Ventures entered into subscription agreements pursuant to which investors have collectively subscribed for approximately 16.85 million shares of Khosla Ventures common stock for an aggregate purchase price equal to $168.5 million. On July 30, 2021, KVSA entered into additional subscription agreements with certain investors, pursuant to, and on the terms and subject to the conditions of which, the PIPE II Investors have collectively subscribed for an additional 3.2 million shares of KVSA Common Stock for an aggregate purchase price equal to $32.3 million. The PIPE I and PIPE II Investment will be consummated substantially concurrently with the closing. As of November 9, 2021, the PIPE investment in connection with the business combination had expanded from $168.5 million to over $200 million exceeding initial targets. Post the transaction, existing Valo rollover equity would be 80%, subscription investors will hold 8%, Khosla Ventures public shares will constitute 10%, and Khosla Ventures sponsor shares will constitute 2%. Upon the closing of the business combination, KVSA will change its name to Valo Health Holdings, Inc. ("New Valo") and New Valo shares are expected to trade on the New York Stock Exchange under the ticker symbol "VH." Samir Kaul, Founding Partner and Managing Director at Khosla Ventures will join Valo?s Board of Directors following the completion of the business combination. The transaction is subject to approval of the stockholders of Khosla Ventures and equity holders of Valo; effectiveness of the proxy statement / registration statement on Form S-4 to filed in connection with transaction; expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act; receipt of approval for listing on the Nasdaq Stock Market the shares of Khosla Ventures to be issued in connection with the merger; Khosla Ventures have at least $5,000,001 of net tangible assets upon closing; and the completion of the Pre-Closing Restructuring no later than one business day prior to the closing. The Board of Directors KVSA has unanimously approved the transaction. The Board of Directors of Valo has also approved the transaction. As of October 28, 2021, Khosla Ventures Acquisition Co announced that it will voluntarily transfer the listing of its Class A common stock, par value $0.0001 per share ("Class A Common Stock"), from the Nasdaq Capital Market to the New York Stock Exchange in connection with, and following the closing of the business combination with Valo Health, Inc. The Special Meeting of KVSA stockholders to vote on the approval and adoption of KVSA's business combination agreement with Valo Health will be held on November 16, 2021. The closing of the transaction is expected to occur in the third quarter of 2021. As of November 9, 2021, the transaction is expected to close in the fourth quarter of 2021. Jim Morrone, Luke J. Bergstrom, Brian Paulson, Michelle Gross, Kirt Switzer, Julie Crisp, Aryeh Zuber, Elizabeth Richards, Betty Pang, and Patrick English of Latham & Watkins LLP acted as legal advisors to KVSA. Joseph C. Theis, Stuart M. Cable, Dan Espinoza, Stephanie Richards, Robert Dzialo, Latrell Williams,?Dan Karelitz, Crescent Moran Chasteen, Roger Cohen,?Julie Tibbets, Olivia Uitto, Christina Lewis, Rich Matheny,?Ce Li,?Brian Mukherjee, Paul Jin,?Kara Kuritz, Beth Withers, and Jacqueline Klosek of Goodwin Procter LLP acted as legal advisors, and J.P. Morgan Securities LLC acted as financial advisor to Valo. J.P. Morgan Securities LLC acted as Khosla Ventures' sole placement agent for the subscription agreement. Continental Stock Transfer & Trust Company acted as transfer agent to Khosla Ventures. D.F. King & Co., Inc. acted as proxy solicitor to KVSA at a fee of $25,000 plus disbursements. Valo Health, LLC cancelled the acquisition of Khosla Ventures Acquisition Co. (NasdaqCM:KVSA) from Khosla Ventures SPAC Sponsor LLC and others in a reverse merger transaction on November 15, 2021. Valo Health and KVSA mutually agreed to terminate the business combination based on current market conditions, particularly in the biotechnology area. In connection with the termination of merger agreement, KVSA cancelled the special meeting of its stockholders to be held on November 16, 2021 to vote on the approval of the merger agreement.