UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current Report~~CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~August 31,~~Date ~~2021~~of Report (Date of earliest event reported): March 26, 2023

Date of Report (Date of earliest event reported)

Khosla Ventures Acquisition Co. III

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-40247	86-1777015
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2128 Sand Hill Road Menlo Park, California		94025
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 376-8500

2128 Sand Hill Road

Menlo Park, California

94025

(Address of principal executive offices)

(Zip Code)

(650) 376-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: of 1934:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Class A common stock, par value $0.0001 per share		KVSC		The ~~Nasdaq~~NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4 7.0201 ~~Non-Reliance~~Regulation onFD ~~Previously~~Disclosure ~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~

OnKhosla ~~August~~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 826, ~~2021~~2023, ~~the~~and ~~Audit~~therefore ~~Committee~~in ofaccordance with the Company’s ~~board~~certificate of ~~directors~~incorporation (the ~~“Audit~~ ~~Committee”~~Company shall (i) cease ~~approved~~all operations except for the ~~dismissal~~purpose of ~~Marcum~~winding ~~LLP~~up, (~~“Marcum”~~ii) as promptly as ~~the~~reasonably ~~Company’s~~possible ~~independent~~but ~~registered~~not ~~public~~later ~~accounting~~than ~~firm~~April 7, ~~and~~2023 ~~approved~~redeem 100% of the ~~appointment~~outstanding shares of ~~BDO~~Class A ~~USA,~~common ~~LLP~~stock issued in its initial public offering (the “~~BDO~~Public Shares”), at a per-share redemption price of approximately $10.12, and (iii) as ~~the~~promptly ~~Company’s~~as ~~new independent~~reasonably ~~public~~possible ~~accounting~~following ~~firm~~such redemption, dissolve and liquidate.

InThe ~~connection~~Public ~~with~~Shares ~~the~~will ~~Company’s~~be ~~engagement~~deemed ofcancelled ~~BDO~~and aswill ~~its~~represent ~~auditors,~~only the ~~Company~~right ~~reevaluated~~to ~~the~~receive ~~accounting treatment of~~ the ~~shares~~redemption ~~of the Company’s Class~~amount. KHolders ~~common~~of ~~stock~~record ~~(the~~of ~~“Class~~Public K Shares”) ~~that~~of ~~were~~March 26, ~~issued~~2023 bywill ~~the~~be ~~Company~~entitled to ~~the~~receive ~~Company’s~~their ~~sponsor~~pro inrata aportion ~~private~~of ~~placement that closed prior to~~ the ~~closing~~proceeds of the ~~Company’s initial~~trust ~~public~~account ~~offering,~~by ~~and~~delivering ~~determined~~their toPublic ~~classify the Class K~~ Shares asto ~~derivative~~Continental ~~liabilities~~Stock ~~measured~~Transfer & atTrust ~~fair value~~Company, ~~with~~the ~~changes~~Company’s intransfer ~~fair value each period reported in earnings~~agent. ~~While~~Beneficial ~~the~~owners ~~Company~~of ~~has~~Public ~~not~~Shares ~~generated~~held ~~any~~in ~~operating~~“street ~~revenues~~name,” ~~to date~~however, ~~and~~ will not ~~generate~~need ~~any~~to ~~operating~~take ~~revenues~~any ~~until~~action ~~after completion of its initial business combination, at the earliest, the change~~ in ~~fair~~order ~~value~~to ofreceive the ~~Class K~~redemption ~~Shares is a non-cash charge and will be reflected in the Company’s statement of operations~~amount.

OnThe ~~August 31, 2021, after consultation with BDO, the~~ Company’s ~~management~~initial ~~and the Audit Committee concluded that~~stockholders, inincluding ~~light~~its ofsponsor ~~its~~and ~~reevaluation~~initial directors, ithave isagreed ~~appropriate~~ to ~~restate~~waive ~~the~~their ~~Company’s~~redemption ~~previously~~rights ~~issued~~with ~~unaudited~~respect ~~financial~~to ~~statements~~their asoutstanding ~~of March~~Class ~~31,~~B ~~2021~~common ~~and~~stock ~~for~~issued ~~the~~prior ~~period~~to ~~January 15, 2021 (inception) through March 31, 2021 (~~the ~~“Non-Reliance Period”) that were included in the~~ Company’s ~~Quarterly~~initial ~~Report~~public ~~on Form 10-Q/A for the quarter ended March 31, 2021 (the “Non-Reliance Financial Statements”)~~offering.

~~Considering~~The ~~such~~Company ~~restatement,~~expects ~~the~~that ~~Non-Reliance~~Nasdaq ~~Financial~~will ~~Statements~~file ~~should~~a noForm ~~longer~~25 bewith ~~relied upon. Similarly, (i)~~ the ~~Company’s~~United ~~previously~~States ~~issued~~Securities ~~audited financial statements as of February 1, 2021~~ and ~~for~~Exchange ~~the~~Commission ~~period January 29, 2021~~ (~~inception) through February 1, 2021 included in~~ the ~~Company’s Registration Statement on Form S-1 and (ii~~“Commission”) ~~the~~ ~~Company’s~~to ~~audited~~delist ~~balance sheet as of March 26, 2021 included in~~ the Company’s ~~Current Report on Form 8-K filed on April 2, 2021 should no longer be relied upon~~securities. The Company ~~will~~thereafter ~~file~~expects ~~an amendment~~ to ~~its~~file ~~Quarterly~~a ~~Report on~~ Form ~~10-Q~~15 ~~for~~with the ~~quarter~~Commission ~~ended~~to ~~March 31,~~terminate ~~2021 reflecting~~ the ~~reclassification~~registration of ~~the~~its ~~Class K~~securities ~~Shares~~under inthe ~~restated~~Securities ~~unaudited~~Exchange ~~financial~~Act ~~statements~~of ~~for~~1934, ~~the Non-Reliance Period~~ as ~~soon as practicable~~amended.

~~Going~~The ~~forward,~~information ~~unless~~in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the ~~Company~~purposes ~~amends~~of Section 18 of the ~~terms~~Securities Exchange Act of 1934, as amended (the ~~Class K~~“Exchange ~~Shares~~Act”), itor ~~expects~~otherwise tobe ~~continue~~subject to ~~classify~~ the ~~Class K~~ ~~Shares~~liabilities asof ~~liabilities~~that section, ~~which~~nor ~~would~~shall ~~require~~it ~~the~~be ~~Company~~deemed to ~~incur~~be incorporated by reference into any of the ~~cost~~filings of ~~measuring~~the Company under the ~~fair~~Securities ~~value~~Act of ~~the~~1933, ~~Class K~~as ~~Shares liabilities~~amended, ~~and~~or ~~which~~the ~~may~~Exchange ~~have~~Act, anwhether ~~adverse~~made ~~effect~~before onor after the ~~Company’s~~date ~~results~~hereof, regardless of ~~operations~~any general incorporation language in any such filing.

~~The~~SIGNATURE ~~Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with BDO.~~

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 1, 2021
KHOSLA VENTURES ACQUISITION CO. III
By:		/s/ Peter Buckland
Name: Peter Buckland
Title: Chief Financial Officer

Khosla Ventures Acquisition Co. III

Date: March 26, 2023

/s/ Peter Buckland

Name: Peter Buckland

Title: Chief Financial Officer

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