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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.
Item 1.02 Termination of Material Definitive Agreement.
Khosla Ventures Acquisition Co. (“KVSA”) is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As previously disclosed, on June 9, 2021, KVSA entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Valo Health, Inc., a Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability company (“Valo Holdco” and, together with Valo, the “Valo Parties”) and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSA (“Merger Sub”). Capitalized terms not defined herein have the meanings assigned to them in the Merger Agreement.
On November 15, 2021, KVSA and the Valo Parties mutually agreed to terminate the Merger Agreement, effective immediately, pursuant to Section 10.1(a) thereof. Except as otherwise set forth in the Merger Agreement, none of KVSA, the Valo Parties or Merger Sub shall have any further liability thereunder.
Upon the termination of the Merger Agreement, the Subscription Agreements, that certain Sponsor Vesting Agreement, dated June 9, 2021 between Khosla Ventures SPAC Sponsor, LLC, KVSA and the Valo Parties (the “Sponsor Vesting Agreement”), the Sponsor Support Agreement and the Member Support Agreement terminated pursuant to their terms.
The foregoing description of the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, the form of Subscription Agreement, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement, copies of which were filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to the Current Report on Form 8-K filed by KVSA on June 9, 2021, which are incorporated herein by reference.
Item 8.01 Other Events.
In connection with the termination of the Merger Agreement, KVSA has cancelled the previously announced special meeting of its stockholders on November 16, 2021 to vote on the approval and adoption of the Merger Agreement.
On November 15, KVSA and Valo Holdco issued a joint press release announcing the termination of the Merger Agreement. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 15, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: November 15, 2021 | By: | /s/ Peter Buckland | ||||
| Name: | Peter Buckland | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Valo Health and Khosla Ventures Acquisition Co. Mutually Agree to Terminate Business Combination Agreement
BOSTON and MENLO PARK, Calif., November 15, 2021 — Valo Health, LLC (“Valo”), the technology company using human-centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process and Khosla Ventures Acquisition Co. (Nasdaq: KVSA) (“KVSA”), a special purpose acquisition company sponsored by affiliates of Khosla Ventures, LLC, announced today that both companies have mutually agreed to terminate their previously announced agreement and plan of merger (the “Business Combination Agreement”), effective immediately.
Both parties decided to terminate the Business Combination based on current market conditions, particularly in the biotechnology area.
“We formed KVSA to merge with companies that are impactful to the world as we recently did with KVSB when we merged with Nextdoor,” said Samir Kaul, Founding Partner and Managing Director at Khosla Ventures. “Valo Health is a strong company and we wish them continued success as they move forward on a very solid plan. We will continue to look for other high-impact targets across a range of industries to deliver maximum shareholder value.”
“We made this decision to ensure that Valo continues to be in an optimal position of strength to pursue our growth strategy and to deliver on our mission to transform drug discovery and development,” said David Berry, Founder & CEO. “Our team has worked hard to ensure that all of the fundamentals of our business are strong. As we move closer to launching our first Phase 2 trial this year, our second Phase 2 trial in the first half of next year, and continue to aggressively build out the additional unique capabilities of our platform, we have tremendous momentum going into 2022 and beyond.”
About Valo Health
Valo Health, LLC (“Valo”) is a technology company built to transform the drug discovery and development process using human-centric data and artificial intelligence-driven computation. As a digitally native company, Valo aims to fully integrate human-centric data across the entire drug development life cycle into a single unified architecture, thereby accelerating the discovery and development of life-changing drugs while simultaneously reducing costs, time, and failure rates. The company’s Opal Computational Platform™ is an integrated set of capabilities designed to transform data into valuable insights that may accelerate discoveries and enable Valo to advance a robust pipeline of programs across cardiovascular metabolic renal, oncology, and neurodegenerative disease. Founded by Flagship Pioneering and headquartered in Boston, MA, Valo also has offices in Lexington, MA, San Francisco, CA, Princeton, NJ, and Branford, CT. To learn more, visit www.valohealth.com
About KVSA
KVSA is a special purpose acquisition company sponsored by affiliates of Khosla Ventures. Khosla Ventures manages a series of venture capital funds that make early-stage venture capital investments and provide strategic advice to entrepreneurs building companies with lasting significance. The firm was founded in 2004 by Vinod Khosla, co-founder of Sun Microsystems. Khosla Ventures has over $15 billion dollars of assets under management and focuses on a broad range of sectors including artificial intelligence, agriculture/food, consumer, enterprise, financial services, health, space, sustainable energy, robotics, VR/AR and 3D printing. Collectively, Khosla Ventures portfolio of investments has created nearly half a trillion dollars in market value.
Document and Entity Information |
Nov. 15, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001841873 |
| Document Type | 8-K |
| Document Period End Date | Nov. 15, 2021 |
| Entity Registrant Name | Khosla Ventures Acquisition Co. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40131 |
| Entity Tax Identification Number | 86-1488707 |
| Entity Address, Address Line One | 2128 Sand Hill Road |
| Entity Address, City or Town | Menlo Park |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94025 |
| City Area Code | (650) |
| Local Phone Number | 376-8500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.0001 per share |
| Trading Symbol | KVSA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |