EX-4.2




 Exhibit 4.2 

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED 

PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 

Khosla Ventures Acquisition Co. III (“company,” “we,” “us,” or “our”) has one class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its Class A common stock, $0.0001 par value per share. The following is a summary of the material rights of our capital
stock and related provisions of the company’s second amended and restated certificate of incorporation (“charter”) and amended and restated bylaws (“bylaws”). The following description of the company’s capital stock
does not purport to be complete and is subject to, and qualified in its entirety by, our charter, bylaws and registration rights agreement (“RRA”), each of which are filed as exhibits to our Annual Report on Form 10-K of which this Exhibit is a part. We encourage you to read our charter, bylaws, RRA and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.

 General 
 We are a Delaware
corporation and our affairs are governed by our charter and the DGCL. Our charter provides that we may issue up to 200,000,000 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), 30,000,000
shares of our Class B common stock, $0.0001 per share (“Class B common stock”) and 30,000,000 shares of our Class K common stock, par value $0.0001 per share (“Class K common stock”), as well as 1,000,000
shares of preferred stock, par value $0.0001 per share (“preferred stock”). All shares of our common stock outstanding are fully paid and non-assessable. 

Common Stock 
 We have three series of
authorized common stock: Class A common stock, Class B common stock, and Class K common stock. As of March 28, 2022, 57,756,827 shares of Class A common stock, 5,000,000 shares of Class B common stock (convertible into
9,940,627 shares of Class A common stock, subject to certain anti-dilution adjustments) and 5,000,000 shares of Class K common stock (convertible in 13,254,170 shares of Class A common stock, subject to certain anti-dilution
adjustments) were issued and outstanding. 
 Stockholders of record are entitled to one vote for each share held (on an as-converted to Class A common stock basis) on all matters to be voted on by stockholders, provided that the shares of Class K common stock shall be non-voting
except as required by law. Prior to our initial business combination, only holders of our Class B founder shares will have the right to vote on the appointment of directors. Holders of our Class K founder shares and shares of our
Class A common stock sold in connection with our initial public offering (“public shares”) will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our Class A common stock and
Class B common stock, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only 











 
by vote of a majority of our directors then in office. These provisions of our charter may be amended only by a resolution passed by the holders of a majority of the voting power of all then
outstanding shares of our Class A common stock and Class B common stock, voting together as a single class. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial
business combination, except as required by law, holders of our Class B founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote for each share held (on an as-converted to Class A common stock basis). 
 Unless specified in our charter, or as required by
applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor. 
 Because our charter authorizes the issuance of up to 200,000,000 shares of our Class A common stock, if we were to enter
into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of our Class A common stock which we will be authorized to issue at the same time as our stockholders vote
on the initial business combination to the extent we seek stockholder approval in connection with our initial business combination. 
 Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In
accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however,
required to hold annual meetings of stockholders for the purpose of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to
elect new directors prior to the completion of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual
meeting prior to the completion of an initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Prior to the completion
of an initial business combination, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our
Class A common stock and Class B common stock, voting together as a single class. Any vacancy on the board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority
of our directors then in office. 











 We will provide our public stockholders with the opportunity to redeem all or a portion of
their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. The redemption rights
will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment
to our charter that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within
the period until March 26, 2023 (24 months from the closing of our initial public offering (“IPO”)), or until June 26, 2023 (27 months from the closing of our IPO) if we have executed a letter of intent, agreement in principle or
definitive agreement for an initial business combination by March 26, 2023 (the “combination period”). Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by applicable law or stock
exchange rule and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior
to completing our initial business combination. Our charter requires these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority
of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers, directors, advisors or their respective affiliates in privately-negotiated transactions, if any, could
result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our
outstanding common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. 











 If we seek stockholder approval of our initial business combination and we do not conduct
redemptions in connection with our initial business combination pursuant to the tender offer rules, our charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO without our prior consent
(“Excess Shares”). However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the
Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such
stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to
dispose of such shares would be required to sell their shares in open market transactions, potentially at a loss. 
 If we seek stockholder
approval in connection with our initial business combination, pursuant to the terms of a letter agreement entered into with us, our sponsor, directors and each member of our management team have agreed to vote their founder shares and any public
shares purchased during or after our IPO, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares and private placement shares, we would need 24,951,809, or 44.3% (assuming all issued
and outstanding shares are voted), of the 56,330,222 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally, each public stockholder may elect to
redeem its public shares irrespective of whether they vote for or against the proposed transaction. 
 Pursuant to our charter, if we have
not completed an initial business combination within the combination period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter
subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Our sponsor and members of our management team have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder
shares if we do not complete an initial business combination within the combination period. However, if our sponsor or members of our management team acquire public shares in or after our IPO, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we do not complete our initial business combination within the combination period. 











 In the event of a liquidation, dissolution or winding up of the company after a business
combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common
stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for
cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of
interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. 

Founder Shares 
 The founder shares are
designated as Class B common stock and Class K common stock and, except as described below, are identical to the public shares sold in our IPO, and holders of founder shares have the same stockholder rights as public stockholders, except
that: (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered into letter agreements with us, pursuant to which they have agreed
(A) to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to their
founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our charter that would affect the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we have not completed an initial business combination within the combination period or with respect to any other provisions relating to stockholders’ rights or
pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to its founder shares if we do not complete an initial business
combination within the combination period, although it will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if we do not complete our initial business combination within such time period,
(iii) the Class B founder shares will automatically convert into Class A common stock on the first business day following the completion of our initial business combination as described herein and in our charter (iv) the
Class K founder shares will be non-voting and will convert into shares of Class A common stock after our initial business combination, as described herein, but only to the extent certain triggering
events occur prior to the 10th anniversary of our initial business combination including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial
business combination and also upon specified strategic transactions, and (v) prior to the completion of our initial business combination, only our Class B founder shares will have the right to vote on the election of our directors. If we
submit our initial business combination to our public stockholders for a vote, our initial stockholders and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after our IPO in favor
of our initial business combination. 











 The Class B founder shares will automatically convert into shares of our Class A
common stock on the first business day following the completion of our initial business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B founder shares will equal, in the
aggregate on an as-converted basis, 15% of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of our IPO, plus (ii) the total number of
shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) unless waived by our sponsor, the total number of shares of Class A common stock issued or deemed issued
or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding
(x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination,
(y) any shares of Class A common stock issuable upon conversion of the Class K founder shares and (z) any private placement shares. 

The shares of Class K common stock will be convertible into shares of Class A common stock at a ratio such that the aggregate number
of shares of Class A common stock issuable upon conversion of all founder shares (including both Class B founder shares and Class K founder shares) would equal, in the aggregate on an
as-converted basis, 20%, 25% or 30% (based on varying triggers as discussed in more detail below) of the sum of (i) the total number of all shares of Class A common stock issued and outstanding upon
completion of our IPO, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion of the Class B founder shares and Class K founder shares plus (iii) unless waived by our
sponsor, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with
or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed
issued, or to be issued, to any seller in the initial business combination and (y) any private placement shares. 
 If between the one
year anniversary of our initial business combination and the ten year anniversary of our initial business combination the closing price of our shares of Class A common stock equals or exceeds one or more of the share targets described below, one-third of the shares of Class K common stock for each such target achievement will automatically convert into shares of Class A common stock at the 20%, 25% and 30% conversion ratios described above (as
adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like): 
  

	 	•	 	 20% at $20.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period (the “First Price Vesting”); 



 

	 	•	 	 25% at $25.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period (the “Second Price Vesting”); and 



 

	 	•	 	 30% at $30.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period (the “Third Price Vesting”). 













 For example, if fifteen months following the consummation of our initial business
combination the closing price of our shares of Class A common stock equals or exceeds $25.00 but does not exceed $30.00 for 20 trading days within a 30-trading day period, both the First Price Vesting and
Second Price Vesting target achievements will be met, resulting in two-thirds of the shares of Class K common stock converting into a number of shares of Class A common stock that, together with the
Class A common stock issued or issuable upon conversion of the Class B founder shares, would represent 25% of (i) the total number of all shares of Class A common stock issued and outstanding upon completion of our IPO, plus
(ii) the total number of shares of Class A common stock issued that would, based on these triggers, be issuable upon conversion of the Class B founder shares and Class K founder shares plus (iii) unless waived by our
sponsor, the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with
or in relation to the consummation of the initial business combination, excluding (x) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed
issued, or to be issued, to any seller in the initial business combination and (y) any private placement shares. 
 In the event of any
liquidation, merger, share exchange, reorganization or other similar transaction consummated after our initial business combination (“Strategic Transaction”) and before the one-year anniversary of
our initial business combination that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property at an effective price of at least $15.00 per share of
Class A common stock (a “Qualifying Strategic Transaction”), all of the Shares of Class K common stock will convert into shares of Class A common stock at a ratio such that the sum of the number of shares of Class A
common stock issuable upon conversion of the Class B founder shares plus the number of shares of Class A common stock issuable upon conversion of all of the shares of Class K common stock will equal, in the aggregate, on an as-converted basis, 20% (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) of the sum of the total number of shares
of Class A common stock issued and outstanding upon the consummation of our IPO, including the shares of Class A common stock issuable upon conversion of the Class B founder shares and the shares of Class A common stock issuable
upon conversion of the shares of Class K common stock that are converting, plus (unless waived by our sponsor) the sum of the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of
any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of shares of Class A common
stock by public stockholders), excluding the private placement shares and any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be
issued, to any seller in the initial business combination. 











 In the event of any Strategic Transaction occurring after the one year anniversary of our
initial business combination that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property with an effective price of at least $15.00 per share of
Class A common stock, all of the then-outstanding shares of Class K common stock will automatically convert into shares of Class A common stock at the conversion ratios described above (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), with the applicable aggregate percentage of founder shares to be determined as follows: 

 

	 	•	 	 if (and only if) the First Price Vesting shall not have occurred prior to or in connection with such Strategic
Transaction and the effective price of the Strategic Transaction is greater than $15.00 per share and less than or equal to $20.00 per share, the applicable aggregate percentage of founder shares would be equal to (i) 15% plus (ii) the product
of 5% multiplied by a fraction, the numerator of which is equal to $20.00 minus the effective price of the Strategic Transaction and the denominator of which is $5.00 (each as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like); 


  

	 	•	 	 if (and only if) the Second Price Vesting shall not have occurred prior to or in connection with such Strategic
Transaction and the effective price of the Strategic Transaction is greater than $20.00 per share and less than or equal to $25.00 per share, the applicable aggregate percentage of founder shares would be equal to (i) 20% plus (ii) the product
of 5% multiplied by a fraction, the numerator of which is equal to $25.00 minus the effective price of the Strategic Transaction and the denominator of which is $5.00 (each as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like); 


  

	 	•	 	 if (and only if) the Third Price Vesting shall not have occurred prior to or in connection with such Strategic
Transaction and the effective price of the Strategic Transaction is greater than $25.00 per share and less than or equal to $30.00 per share (a “Third Strategic Transaction Price Vesting Event”), the applicable aggregate percentage of
founder shares would be equal to (i) 25% plus (ii) the product of 5% multiplied by a fraction, the numerator of which is equal to $30.00 minus the effective price of the Strategic Transaction and the denominator of which is $5.00 (each as
adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and 


  

	 	•	 	 if (and only if) the Third Price Vesting shall not have occurred prior to or in connection with such Strategic
Transaction and the effective price of the Strategic Transaction is greater than $30.00, then the applicable aggregate percentage of founder shares would be equal to 30%. 



All shares of Class K common stock that are issued and outstanding on the 10th anniversary of our initial business combination will be
automatically forfeited. 











 Except as described herein, our sponsor and our directors and executive officers have agreed
not to transfer, assign or sell (i) any of their Class B founder shares (and any shares of our Class A common stock issuable upon conversion thereof) until the earlier to occur of: (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a
liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) any of
their shares of Class K common stock for any reason, other than to specified permitted transferees or subsequent to our initial business combination in connection with a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property; provided, that any shares of Class A common stock issued upon conversion of any shares
of Class K common stock will not be subject to such restrictions on transfer. We refer to such transfer restrictions as the lock-up. Our officers and directors are owners of our sponsor and, accordingly,
will indirectly be subject to the lock-up. 
 Prior to our initial business combination, only
holders of our Class B founder shares will have the right to vote on the appointment of directors. Holders of our Class K founder shares or public shares will not be entitled to vote on the appointment of directors during such time. In
addition, prior to the completion of an initial business combination, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then
outstanding shares of our Class A common stock and Class B common stock, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled
only by vote of a majority of our directors then in office. These provisions of our charter may only be amended by a resolution passed by the holders of a majority of the voting power of all then outstanding shares of our Class A common stock
and Class B common stock, voting together as a single class. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of
our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. The shares of Class K common stock will be non-voting. 

Preferred Stock 
 Our charter authorizes
1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the
relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder approval, issue shares of
preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred
stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no shares of preferred stock issued and outstanding at the date hereof. Although
we do not currently intend to issue any shares of preferred stock, we cannot make any assurances that we will not do so in the future. 











 Private Placement Shares 

The private placement shares are not transferable, assignable or salable until 30 days after the completion of our initial business combination
(except pursuant to limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement shares) and they are not redeemable by us so long as they are held by our sponsor or
its permitted transferees (except as otherwise set forth herein). If the private placement shares are held by holders other than our sponsor or its permitted transferees, the private placement shares will be redeemable by us in all redemption
scenarios. 
 Forward-purchase Shares 

We have entered into a forward-purchase agreement pursuant to which our sponsor and any successor or assigns of our sponsor, if any (the
“Khosla Entities”), have agreed to purchase an aggregate of up to 1,000,000 forward-purchase shares for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that will close simultaneously with the closing
of our initial business combination. The Khosla Entities will purchase a number of forward-purchase shares that will result in gross proceeds to us necessary to enable us to consummate our initial business combination and pay related fees and
expenses, after first applying amounts available to us from the trust account (after paying the deferred underwriting discount and giving effect to any redemptions of public shares) and any other financing source obtained by us for such purpose at
or prior to the consummation of our initial business combination, plus any additional amounts mutually agreed by us and the Khosla Entities to be retained by the post-business combination company for working capital or other purposes. The Khosla
Entities’ obligation to purchase forward-purchase shares will, among other things, be conditioned on the business combination (including the target assets or business, and the terms of the business combination) being reasonably acceptable to
the Khosla Entities and on a requirement that such initial business combination is approved by a unanimous vote of our board of directors. In determining whether a target is reasonably acceptable to the Khosla Entities, we expect that the Khosla
Entities would consider many of the same criteria as we will consider but will also consider whether the investment is an appropriate investment for the Khosla Entities. 

The forward-purchase shares would be identical to the public shares sold in our IPO, except the forward-purchase shares would be subject to
transfer restrictions and certain registration rights, as described herein. The Khosla Entities would have the right to transfer their respective obligations to purchase the forward-purchase securities to third parties, subject to compliance with
applicable securities laws. 
 The forward-purchase agreement also provides that the Khosla Entities and any forward transferees would be
entitled to certain registration rights with respect to their forward-purchase shares. The Khosla Entities’ commitment to purchase forward-purchase shares pursuant to the forward-purchase agreement is intended to provide us with a minimum
funding level for our initial business combination. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less












 
than 1,000,000 forward-purchase shares. The proceeds from the sale of the forward-purchase shares may be used as part of the consideration to the sellers in the initial business combination,
expenses in connection with our initial business combination or for working capital in the post-transaction company. Subject to the conditions in the forward-purchase agreement, the purchase of the forward-purchase shares will be a binding
obligation of the Khosla Entities, regardless of whether any shares of Class A common stock are redeemed by our public stockholders in connection with our initial business combination. 

Dividends 
 We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial conditions subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. 

Our Transfer Agent 
 The transfer agent
for our common stock is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its role as transfer agent, its agents and each of its stockholders, directors, officers
and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or
entity. 
 Our Charter 
 Our charter
contains provisions designed to provide certain requirements and restrictions that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common
stock. Our initial stockholders and their permitted transferees, if any, who will collectively beneficially own 15% of our outstanding shares of common stock immediately following the completion of our IPO (excluding private placement shares and
forward-purchase shares), will participate in any vote to amend our charter and will have the discretion to vote in any manner they choose. Specifically, our charter provides, among other things, that: 

 

	 	•	 	 If we have not completed an initial business combination within the combination period, we will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law; 














	 	•	 	 Prior to or in connection with our initial business combination, we may not issue additional securities that
would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial
business combination; 


  

	 	•	 	 Although we do not intend to enter into a business combination with a target business that is affiliated with our
sponsor, our directors or our executive officers, we are not prohibited from doing so, and in the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from either an independent investment
banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view; 



 

	 	•	 	 Furthermore, in the event that we seek such a business combination, we expect that the independent members of our
board of directors would be involved in the process for considering and approving the transaction; 


  

	 	•	 	 If a stockholder vote on our initial business combination is not required by applicable law or stock exchange
rule and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender
offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation
14A of the Exchange Act; 


  

	 	•	 	 In accordance with Nasdaq rules, our initial business combination must occur with one or more target businesses
that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time
of the agreement to enter into the initial business combination; 


  

	 	•	 	 If our stockholders approve an amendment to our charter that would affect the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the combination period, or with respect to any other provisions
relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock
upon such approval at a per-share price, payable in cash, equal to the aggregate amount then 














	 	 
on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to
pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein; and 


  

	 	•	 	 We will not effectuate our initial business combination with another blank check company or a similar company
with nominal operations. 


 In addition, our charter provides that under no circumstances will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001. 
 Certain Anti-Takeover Provisions of Delaware Law and our Charter and
Bylaws 
 We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain
Delaware corporations, under certain circumstances, from engaging in a “business combination” with: 
  

	 	•	 	 a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”); 


  

	 	•	 	 an affiliate of an interested stockholder; or 



 

	 	•	 	 an associate of an interested stockholder, for three years following the date that the stockholder became an
interested stockholder. 


 A “business combination” includes a merger or sale of more than 10% of our assets.
However, the above provisions of Section 203 do not apply if: 
  

	 	•	 	 our board of directors approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction; 


  

	 	•	 	 after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that
stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or 



 

	 	•	 	 on or subsequent to the date of the transaction, the initial business combination is approved by our board of
directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 Our authorized but unissued common stock and preferred stock will be available for future issuances without stockholder
approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred
stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 











 Special meeting of stockholders 

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our chairman. 
 Exclusive forum for certain lawsuits 

Our charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers
and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action created by the Exchange Act or any other claim for which
the federal courts have exclusive jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Unless we consent in writing to
the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for any action arising under the Securities Act. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our
directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. 

Our charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to
suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 

Advance notice requirements for stockholder proposals and director nominations 

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for
election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not
later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule
14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and
content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders. 











 Action by written consent 

Any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock. 
 Classified
board of directors 
 Our board of directors will initially be divided into three classes, Class I, Class II and
Class III, with members of each class serving staggered three-year terms. Our charter provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any
or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

 Class B Common Stock Consent Right 

For so long as any shares of our Class B common stock remain outstanding, we may not, without the prior vote or written consent of the
holders of a majority of the shares of our Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our charter whether by merger, consolidation or otherwise, if such amendment,
alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of our
Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our Class B common stock were present and voted. 

Securities Eligible for Future Sale 
 We
have 62,756,827 shares of common stock issued and outstanding, including 57,756,827 shares of Class A common stock and 5,000,000 shares of Class B common stock, and excluding an aggregate of 5,000,000 shares of Class K common stock
held by our sponsor that are subject to forfeiture to the extent that we do not achieve certain market price criteria for Class A shares. Of these shares, the 56,330,222 shares of our Class A common stock sold in our IPO are freely
tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares
(on an as-converted basis, up to 23,194,797 founder shares) and all of the outstanding private placement shares (1,426,605 private placement shares) are restricted securities under Rule 144, in that they were
issued in private transactions not involving a public offering. These restricted securities will be subject to registration rights as more fully described below under “— Registration Rights.” 











 Rule 144 

Pursuant to Rule 144, a person who has beneficially owned restricted shares for at least six months would be entitled to sell their securities
provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at
least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. 

Persons who have beneficially owned restricted shares for at least six months but who are our affiliates at the time of, or at any time during
the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of: 

 

	 	•	 	 1% of the total number of shares of common stock then outstanding, or 627,568 shares; or 



 

	 	•	 	 the average weekly reported trading volume of shares of our Class A common stock during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale. 


 Sales by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us. 
 Restrictions on the
Use of Rule 144 by Shell Companies or Former Shell Companies 
 Rule 144 is not available for the resale of securities initially issued
by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are
met: 
  

	 	•	 	 the issuer of the securities that was formerly a shell company has ceased to be a shell company;



  

	 	•	 	 the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; and 


  

	 	•	 	 the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable,
during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the
issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. 













 As a result, our initial stockholders will be able to sell their founder shares and private
placement shares, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination. 

Registration Rights 
 The holders of the
founder shares, private placement shares and forward-purchase shares will be entitled to registration rights pursuant to the RRA. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the RRA provides that
we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and
(ii) in the case of the private placement shares, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 

Except as described herein, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares until
the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination , (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common
stock for cash, securities or other property. 
 Listing of Securities 

Our Class A common stock is listed on Nasdaq under the symbol “KVSC.”