Item 7.01 Regulation FD Disclosure
Khosla Ventures Acquisition Co. III (the "Company") did not consummate, or
execute a letter of intent, agreement in principle or definitive agreement for,
an initial business combination on or before March 26, 2023, and therefore in
accordance with the Company's certificate of incorporation the Company shall
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not later than April 7, 2023 redeem 100% of the
outstanding shares of Class A common stock issued in its initial public offering
(the "Public Shares"), at a per-share redemption price of approximately $10.12,
and (iii) as promptly as reasonably possible following such redemption, dissolve
and liquidate.
The Public Shares will be deemed cancelled and will represent only the right to
receive the redemption amount. Holders of record of Public Shares of March 26,
2023 will be entitled to receive their pro rata portion of the proceeds of the
trust account by delivering their Public Shares to Continental Stock Transfer &
Trust Company, the Company's transfer agent. Beneficial owners of Public Shares
held in "street name," however, will not need to take any action in order to
receive the redemption amount.
The Company's initial stockholders, including its sponsor and initial directors,
have agreed to waive their redemption rights with respect to their outstanding
Class B common stock issued prior to the Company's initial public offering.
The Company expects that Nasdaq will file a Form 25 with the United States
Securities and Exchange Commission (the "Commission") to delist the Company's
securities. The Company thereafter expects to file a Form 15 with the Commission
to terminate the registration of its securities under the Securities Exchange
Act of 1934, as amended.
The information in this Current Report on Form 8-K is being furnished pursuant
to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise be subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference into any of the filings of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation language in any
such filing.
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