United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 19, 2021

Date of Report (Date of earliest event reported)

Khosla Ventures Acquisition Co. II

(Exact Name of Registrant as Specified in its Charter)

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

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:

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

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) 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.  ☐

On July 19, 2021, the management and the Audit Committee of the board of directors (the “Audit Committee”) of Khosla Ventures Acquisition Co. II (the “Company”), after consultation with Marcum LLP, the Company’s independent registered public accounting firm (“Marcum”), concluded that, in light of certain errors concerning financial figures related to the partial exercise of the underwriters’ over-allotment option and the issuance of private placement shares, it is appropriate to restate the Company’s previously issued unaudited condensed financial statements as of March 31, 2021 and for the period from January 29, 2021 (inception) through March 31, 2021 (the “Non-Reliance Period”) that were included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 (the “Non-Reliance Financial Statements”).

Considering such restatement, the Non-Reliance Financial Statements should no longer be relied upon. The Company will file an amendment to its Quarterly Report on Form 10-Q as of March 31, 2021 and for the period from January 29, 2021 (inception) through March 31, 2021 reflecting corrections to the errors related to the calculation of amounts for shares subject to possible redemption to reflect the partial exercise of the underwriters’ over-allotment option in connection with the issuance of private placement shares in restated unaudited condensed financial statements for the Non-Reliance Period as soon as practicable.

The 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 Marcum.

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.