Khosla Ventures Acquisition (KVSA) S-4/ARegistration of securities issued in business combination transactions (amended)

 to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, the issuance of (a) an aggregate of 20,086,250 shares of New Valo common stock to the PIPE Investors, including the Sponsor Related PIPE Investor and the Valo PIPE Investors, pursuant to the PIPE Investment, (b) 229,868,905 shares of New Valo common stock (including those shares that underlie equity awards) in connection with the Business Combination and (c) up to an aggregate of 2,500,000 shares of New Valo common stock to Khosla Ventures SPAC Sponsor LLC (or its assigns) under the Forward Purchase Agreement (the “”);

 to consider and vote upon a proposal to approve the Valo Health Holdings, Inc. 2021 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex L (the “”);

 to consider and vote upon a proposal to approve the Valo Health Holdings, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex M (the “”); and

 to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (the “”).

 to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (a) an aggregate of 20,086,250 shares of New Valo common stock to the PIPE Investors, including the Sponsor Related PIPE Investor and the Valo PIPE Investors, pursuant to the PIPE Investment, (b) 229,868,905 shares of New Valo common stock (including those shares that underlie equity awards) in connection with the Business Combination and (c) up to an aggregate of 2,500,000 shares of New Valo common stock to Khosla Ventures SPAC Sponsor LLC (the “”) or its assigns under the forward purchase agreement entered into by KVSA and the Sponsor on March 3, 2021 (the “”);

 to consider and vote upon a proposal to approve the Valo Health Holdings, Inc. 2021 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex L (the “”);

 to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (the “”).

If KVSA’s stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See the sections entitled “” “,” “,” “,” “” and “.”

For informational purposes only, assuming (i) a purchase price of $2.25 billion, (ii) aggregate fully diluted number of shares of Valo common stock as of Closing of 225,000,000 (and a resulting Exchange Ratio of approximately 1.0) and (iii) a market price of KVSA public shares of $                 per share (based on the closing price of KVSA public shares on Nasdaq on                     , 2021), if the Closing had occurred on                     , 2021, then, giving effect to the merger, (a) all outstanding shares of capital stock of Valo, including restricted shares of Valo common stock, will be cancelled in exchange for the right to receive an aggregate of 220,966,474 shares of New Valo common stock (at a deemed value of $10.00 per share) and (b) all outstanding options to purchase shares of Valo common stock will be exchanged for options to purchase an aggregate of 8,902,431 shares of New Valo common stock (“”) (at a deemed weighted average value of $4.53 per share assuming that all New Valo Options are net settled) with an aggregate market value (based on the market price of KVSA public shares as of such date) of approximately $2.25 billion.

The 34,500,000 shares of New Valo common stock collectively held by KVSA’s public stockholders, if unrestricted and freely tradable, would have had an aggregate market value of approximately $                million based upon the closing price of $                 per share on Nasdaq on                     , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the above assumed prices, the aggregate value KVSA public stockholders will receive with the Business Combination and related transactions is approximately $                 million. The 14,493,478 shares of New Valo common stock into which the 9,760,000 founder shares held by the Sponsor will automatically convert in connection with the Merger, if unrestricted, fully vested and freely tradable, would have had an aggregate market value of approximately $                million based upon the closing price of $                per share on Nasdaq on                     , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 292,230 shares of New Valo common stock into which the 240,000 shares of KVSA Class B common stock held by KVSA’s independent directors will automatically convert in connection with the Merger, if unrestricted and freely tradable, would have had an aggregate market value of approximately $                million based upon the closing price of $                per share on Nasdaq on                     , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 990,000 shares of New Valo common stock representing the 990,000 private placement shares held by the Sponsor, if unrestricted and freely tradable, would have had an aggregate market value of approximately $                million based upon the closing price of $                per share on the Nasdaq on                     , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Sponsor Related PIPE Investors have subscribed for $10,000,000 of the PIPE Investment, for which they will receive 1,000,000 shares of New Valo common stock, which, if unrestricted and freely tradable, would have had an aggregate market value of approximately $                million based upon the closing price of $                 per share on Nasdaq on                     , 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the current price, the aggregate value Sponsor and related parties will receive with the Business Combination and related transactions is approximately $                , all of which will be subject to aand in the case of the New Valo common stock issuable upon conversion of the KVSA Class K common stock, price vesting.

The address of Continental, KVSA’s transfer agent, is listed under the question “” below.

Any corrected or changed written exercise of redemption rights must be received by Continental, KVSA’s transfer agent, prior to the vote taken on the BCA Proposal at the special meeting.

You also may obtain additional information about KVSA from documents filed with the SEC by following the instructions in the section entitled “.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, KVSA’s transfer agent, at the address below prior to the special meeting.If you have questions regarding the certification of your position or delivery of your stock, please contact: