Khosla Ventures Acquisition Co. *
LIQUIDATION – 12/4/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be December 11, 2023.
- The per-share redemption price will be approximately $10.75.
EXTENSION – 6/12/23 – LINK
- The SPAC approved the extension from June 8, 2023 to December 8, 2023.
- 33,570,544 shares were redeemed at the meeting for $10.237 per share.
- No contribution will be made into the trust account.
LETTER OF INTENT – 2/14/23 – LINK
- The Company expects to announce additional details regarding the Potential Transaction if and when a definitive agreement is executed. No assurances can be made that the Company will successfully negotiate and enter into a definitive agreement with respect to the Potential Transaction, or that the Potential Transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction is subject to board and equity holder approval of both companies, regulatory approvals and other customary conditions.
- As a result of the LOI, the date by which the Company must complete a business combination is now extended to June 8, 2023.
The below-announced combination was terminated on 11/15/21. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page. – Link
PROPOSED BUSINESS COMBINATION: Valo Health
ENTERPRISE VALUE: $2.323 billion
ANTICIPATED SYMBOL: VH
Khosla Ventures Acquisition Co. proposes to combine with Valo Health, the technology company using human-centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process.
Valo is building a fully-integrated, end-to-end approach to developing drugs from target discovery through approval using its Opal Computational Platform™. Built on large scale, high quality longitudinal and omics data, Valo’s Opal platform is designed to accelerate the rate of drug discovery compared to that of traditional operators, by allowing information and data to be shared in parallel at every stage of the drug discovery and development process, reducing the dependency on surrogates, and enabling insights across preclinical and clinical to drive towards therapeutic success. Valo has built an internal pipeline with two clinical-stage assets and 15 prioritized pre-clinical assets across cardiovascular metabolic renal, neurodegeneration and oncology fields, as well as a deep pipeline of additional candidates. This transaction positions Valo to use the full power of technology to accelerate multiple programs through clinical trials.
SUBSEQUENT EVENT 8-K LINK 11/9/21
- Khosla Ventures Acquisition Co. (Nasdaq: KVSA) (“KVSA”), a special purpose acquisition company sponsored by an affiliate of Khosla Ventures, LLC (“Khosla Ventures”), today announced that the private placement of common stock (“PIPE”) investment in connection with their previously announced business combination had expanded from $168.5M to over $200M exceeding initial targets.
- Since the original announcement of the business combination on June 9th, 2021, additional commitments of $33.5M were made by multiple institutional investors in July and recent commitments were made by Valo’s CEO & Founder David Berry, and CFO Graeme Bell (which, in the case of Valo’s CEO & Founder and CFO, will be subject to a 180-day lock-up following the closing, subject to early release in certain circumstances).
SUBSEQUENT EVENT – 8-K Link
On September 22, 2021, Khosla Ventures Acquisition Co. and Valo Health entered into an amendment to the previously disclosed Agreement and Plan of Merger, dated as of June 9, 2021.
- KVSA and Valo intend to submit an application to the New York Stock Exchange to transfer the listing of the KVSA Class A Common Stock from Nasdaq Capital Market to the New York Stock Exchange.
- The Amendment modifies the previously disclosed mutual closing condition in the Merger Agreement that the shares of KVSA Class A Common Stock to be issued in connection with the Merger will have been approved for listing on Nasdaq to provide that such shares may instead be approved for listing on the New York Stock Exchange.
TRANSACTION
- 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 (“PIPE”) priced at $10.00 per share.
- Institutional and strategic investors or their affiliates and existing Valo shareholders that have committed to participate in the PIPE include a leading integrated healthcare delivery network, Khosla Ventures, NG MGG Strategic, Caz Investments, and returning investors Koch Disruptive Technologies, Flagship Pioneering, Public Sector Pension Investment Board (PSP Investments), Invus, State of Michigan Retirement Systems, HBM Healthcare Investments and Longevity Vision Fund.
- Net proceeds from this transaction after transaction expenses will be used to advance Valo’s preclinical and clinical assets, develop its software platform, support new and existing growth initiatives and working capital, and other general purposes.
- The sponsor of KVAC has agreed to a 12-month lock-up following the acquisition, with early release based on the achievement of performance targets, as further discussed in the KVAC prospectus.
- The sponsor has also agreed to subject half of its sponsor promote to a tiered structure that rewards success at performance vesting thresholds, significantly above the current stock price further detailed in the prospectus.
- In addition, the KVAC sponsor is supporting the SPAC with a $25 million forward purchase agreement backstop and KVAC has no warrants.
PIPE
- $168.5 million fully committed PIPE from leading institutional investors at $10.00 per share including:
- a leading integrated healthcare delivery network, Khosla Ventures, NG MGG Strategic, Caz Investments, and returning investors Koch Disruptive Technologies, Flagship Pioneering, Public Sector Pension Investment Board (PSP), Invus, State of Michigan Retirement Systems, HBM Healthcare Investments and Longevity Vision Fund
LOCKUP
- The sponsor of KVAC has agreed to a 12-month lock-up following the acquisition, with early release based on if the last sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination
EARNOUT
- The sponsor has also agreed to subject half of its sponsor promote to a tiered structure that rewards success at performance vesting thresholds
- 5,000,000 shares of Class K common stock
- three equal triggering events based on the stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of the initial business combination
FORWARD PURCHASE
- KVAC sponsor is supporting the SPAC with a $25 million forward purchase at $10.00 per share
NOTABLE CONDITIONS TO CLOSING
- The amount of cash available in the trust account, after deducting the amount required to satisfy KVSA’s obligations to its stockholders (if any) that exercise their rights to redeem their KVSA Common Stock (but prior to payment of:
- any deferred underwriting commissions being held in the Trust Account and
- any transaction expenses of KVSA, Valo or their respective affiliates) (the “Trust Amount”) plus
- the aggregate amount of cash received in connection with the PIPE Investment, plus
- the aggregate amount of cash that has been funded to KVSA pursuant to that certain forward purchase agreement is at least equal to or greater than $450,000,000.
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before December 9, 2021, the date that is 6 months after the date of the Merger Agreement.
ADVISORS
- J.P. Morgan Securities LLC is serving as the financial advisor to Valo and as KVAC’s sole placement agent for the PIPE.
- Goodwin Procter LLP is acting as legal counsel to Valo.
- Latham & Watkins LLP is acting as legal counsel to KVAC.
- Cooley LLP is acting as legal counsel to the placement agent.
MANAGEMENT & BOARD
Executive Officers
Samir Kaul, 48
Chief Executive Officer, Director
Mr. Kaul has been a General Partner at Khosla Ventures, a venture capital firm, since February 2006 and currently serves on the boards of directors of several private and public companies, including Guardant Health and Jack Creek Investment Corp. Additionally, Mr. Kaul has served as President, Chief Executive Officer and Director of KV Acquisition I and KV Acquisition III since their inceptions in January 2021. Mr. Kaul holds a B.S. degree in Biology from the University of Michigan, an M.S. degree in Biochemistry from the University of Maryland and an M.B.A. degree from Harvard Business School.
Peter Buckland, 51
Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary
Mr. Buckland has been a Partner, Managing Director and COO at Khosla Ventures since October 2019. Prior to joining Khosla Ventures, Mr. Buckland was a Partner at WilmerHale LLP, where he was Vice Chair of its Corporate Group and led the firm’s emerging growth technology practice. Additionally, Mr. Buckland has served as the Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of KV Acquisition I and KV Acquisition III since their inceptions in January 2021. Mr. Buckland received his bachelor’s degrees from the University of California Santa Barbara and his JD from the University of San Francisco School of Law.
Board of Directors
Vinod Khosla, 66
Founder
Mr. Khosla is an entrepreneur, investor and technologist. In 2004, he founded Khosla Ventures, a venture capital firm. Mr. Khosla holds a Bachelor of Technology in Electrical Engineering from IIT Delhi, a Masters in Biomedical Engineering from Carnegie Mellon University and an MBA from Stanford Graduate School of Business. Mr. Khosla has authored numerous articles in the past about technology and the future of technology, including “Reinventing Societal Infrastructure with Technology (2018)”, “20% Doctor Included (2016)”, and “Critical Climate Technology Breakthroughs (2020)”. Additionally, Mr. Khosla was the Founder of KV Acquisition II and KV Acquisition III.
Jagdeep Singh, 53 [Resigned 2/10/22]
Director
Mr. Singh founded QuantumScape (NYSE: QS) and has served as their Chief Executive Officer and the Chairman of the Board since its incorporation in May 2010. Prior to joining QuantumScape, he was the founder and Chief Executive Officer at Infinera Corporation (NASDAQ: INFN), a telecommunications company, from 2001 to 2009. Mr. Singh holds a B.S. in Computer Science from the University of Maryland College Park, an M.B.A. from the University of California, Berkeley, Haas School of Business, and a M.S. in Computer Science from Stanford University.
Rajiv J. Shah, 47
Director
Dr. Shah has served as President of the Rockefeller Foundation, a private foundation with a mission to promote the well-being of humanity around the world, since 2017. Prior to joining the Rockefeller Foundation, Dr. Shah was appointed USAID Administrator by President Barack H. Obama in 2009. Prior to his appointment at USAID, Dr. Shah served as Chief Scientist and Undersecretary for Research, Education and Economics at the United States Department of Agriculture where he created the National Institute for Food and Agriculture. Dr. Shah founded Latitude Capital in 2015, a private equity firm focused on power and infrastructure projects in Africa and Asia, and he served as a Distinguished Fellow in Residence at Georgetown University. Previously, he served at the Bill & Melinda Gates Foundation. Dr. Shah holds a B.S. in Economics from the University of Michigan, a Medical Doctorate from the University of Pennsylvania School of Medicine, and a M.S.C. in Health Economics from the Wharton School of Business.
Derek Anthony West, 55
Director
Mr. West has served as Uber’s (NYSE: UBER) Chief Legal Officer and Corporate Secretary since November 2017. Prior to joining Uber, Mr. West served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary from November 2014 to November 2017 at PepsiCo Inc. (NASDAQ: PEP), a food and beverage company. Prior to joining PepsiCo, Mr. West served as Associate Attorney General of the United States from March 2012 to September 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from April 2009 to March 2012. From November 2001 to April 2009, Mr. West was a partner at Morrison & Foerster LLP. He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California.
Molly Coye, 73
Director
Ms. Coye is the Executive in Residence at AVIA Health, the nation’s leading digital transformation partner for healthcare organizations, since 2016. Prior to joining AVIA Health, Ms. Coye served as a Senior Advisor at the Network for Excellence in Health Innovation (NEHI) from 2015 until 2017. Ms. Coye also served as an Advisor at the Massachusetts Health Policy Commission from 2016 to 2017. Ms. Coye holds a Doctor of Medicine from The Johns Hopkins University School of Medicine and a Master of Public Health from The Johns Hopkins Bloomberg School of Public Health.
Mario Schlosser, 42
Director
Mr. Schlosser founded Oscar Insurance, a technology-driven health insurance company, and has served as their Chief Executive Officer since their incorporation in 2012. Prior to founding Oscar, Mr. Schlosser co-founded Votsu in 2006, a video game development company, where he led their analytics and game design practices. Prior to co-founding Votsu, Mr. Schlosser worked as a Senior Investment Associate at Bridgewater Associates and as a consultant for McKinsey & Company. In 2002, he was a visiting scholar at Stanford University. Mr. Schlosser holds a Masters in Electrical Engineering from the University of Hannover and an MBA from Harvard Business School.
Dmitri Shklovsky, 45
Director
Mr. Shklovsky is the founder and managing partner of Bullingham Capital, a New York based private investment firm. Prior to 2019, Mr. Shkolvsky was a co-founder and managing partner of Atreaus Capital, a multi-billion dollar global macro and commodities hedge fund with offices in New York and London. Before co-founding Atreaus Capital in 2011, he served as a proprietary trader at both J.P. Morgan and Barclays. Mr. Shklovsky was also with Tudor Investment Corporation, a leading multi-strategy hedge fund, and he began his career in 1998 at Long Term Capital Management, a Greenwich CT based hedge fund. Mr. Shklovsky is a trustee and a board member of the U.S. Olympic and Paralympic Foundation and serves on the Cornell University Engineering College Council. He received his B.S. in Computer Science and M.Eng. in Operations Research and Financial Engineering from Cornell University.