Filing Details
- Accession Number:
- 0000895345-21-000934
- Form Type:
- 13G Filing
- Publication Date:
- 2021-11-07 19:00:00
- Filed By:
- EJF Capital
- Company:
- Nextdoor Holdings Inc.
- Filing Date:
- 2021-11-08
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
EJF Capital | 0 | 2,367,930 | 0 | 2,367,930 | 2,367,930 | 5.5% |
Emanuel J. Friedman | 0 | 2,367,930 | 0 | 2,367,930 | 2,367,930 | 5.5% |
EJF Debt Opportunities Master Fund | 0 | 2,267,930 | 0 | 2,267,930 | 2,267,930 | 5.3% |
EJF Debt Opportunities GP | 0 | 2,267,930 | 0 | 2,267,930 | 2,267,930 | 5.3% |
EJF SPAC Investments Master Fund | 0 | 100,000 | 0 | 100,000 | 100,000 | 0.2% |
EJF SPAC Investments GP | 0 | 100,000 | 0 | 100,000 | 100,000 | 0.2% |
Filing
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Khosla Ventures Acquisition Co. II |
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
482505104 |
(CUSIP Number)
November 3, 2021 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
◻ Rule 13d-1(b)
☒ Rule 13d-1(c)
◻ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
EJF Capital LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware
| | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,367,930 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,367,930 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,367,930 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
5.5% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IA | | | |||
| |
(1) | Based on 42,767,100 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the U.S.
Securities and Exchange Commission (“SEC”) on November 3, 2021. |
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
Emanuel J. Friedman | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,367,930 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,367,930 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,367,930 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
5.5% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
(1) | Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021. |
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
EJF Debt Opportunities Master Fund, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,267,930 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,267,930 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,267,930 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
5.3% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) | Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021. |
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
EJF Debt Opportunities GP, LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,267,930 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,267,930 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,267,930 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
5.3% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021. |
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
EJF SPAC Investments Master Fund LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
100,000 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
100,000 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
100,000 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.2% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
(1) | Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021. |
CUSIP No. 482505104 | 13G |
1 | NAMES OF REPORTING PERSONS | | | ||
EJF SPAC Investments GP LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
100,000 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
100,000 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
100,000 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
0.2% (1) | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
(1) | Based on 42,767,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 3, 2021. |
Item 1. (a) Name of Issuer
Khosla Ventures Acquisition Co. II
Item 1. (b) Address of Issuer’s Principal Executive Offices
2128 Sand Hill Road
Menlo Park, California 94025
Item 2. (a) Name of
Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
(i) EJF Capital LLC;
(ii) Emanuel J. Friedman;
(iii) EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
(iv) EJF Debt Opportunities GP, LLC;
(v) EJF SPAC Investments Master Fund LP (the “SPAC Fund”); and
(vi) EJF SPAC Investments GP LLC.
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of
Principal Business Office or, if None, Residence
The address of the principal business office of each Reporting Person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
Item 2. (e) CUSIP
Number
482505104
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable.
Item 4. Ownership
(a) Amount beneficially owned:
See Item 9 of the attached cover pages.
(b) | Percent of class: | |
See Item 11 of the attached cover pages. | ||
(c) | Number of shares as to which such person has: | |
(i) | Sole power to vote or to direct the vote: | |
See Item 5 of the attached cover pages. | ||
(ii) | Shared power to vote or to direct the vote: | |
See Item 6 of the attached cover pages. | ||
(iii) | Sole power to dispose or to direct the disposition: | |
See Item 7 of the attached cover pages. | ||
(iv) | Shared power to dispose or to direct the disposition: | |
See Item 8 of the attached cover pages. |
Each of the Debt Fund and the SPAC Fund is the beneficial owner of the Class A Common Stock shown on Item 9 of its respective cover page.
EJF Debt Opportunities GP, LLC is the general partner of the Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund is the record owner.
EJF SPAC Investments GP LLC is the general partner of the SPAC Fund and an affiliate thereof and may be deemed to share
beneficial ownership of the Class A Common Stock of which the SPAC Fund is the record owner.
EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC and EJF SPAC Investments GP LLC, and may be deemed to share beneficial ownership of
the Class A Common Stock of which such entities may share beneficial ownership.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which EJF Capital LLC
may share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
Item 8. Identification and Classification of
Members of the Group
Not Applicable.
Item 9. Notice of
Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: November 8, 2021
EJF CAPITAL LLC | |||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | |
Name: Emanuel J. Friedman |
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
Its: | General Partner | ||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF SPAC INVESTMENTS MASTER FUND LP | |||
By: | EJF SPAC INVESTMENTS GP LLC | ||
Its: | General Partner | ||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF SPAC INVESTMENTS GP LLC | |||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted
limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF SPAC Investments Master Fund LP, an exempted limited partnership organized under the laws of the Cayman
Islands, and EJF SPAC Investments GP LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of
them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: November 8, 2021
EJF CAPITAL LLC | |||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | |
Name: Emanuel J. Friedman |
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
Its: | General Partner | ||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF SPAC INVESTMENTS MASTER FUND LP | |||
By: | EJF SPAC INVESTMENTS GP LLC | ||
Its: | General Partner | ||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF SPAC INVESTMENTS GP LLC | |||
By: | EJF CAPITAL LLC | ||
Its: | Manager and Sole Member | ||
| By: | /s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |