KHOSLA VENTURES ACQUISITION CO. III : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities Exchange Commission (the "SEC") together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Statement").

As previously disclosed in the Form 12b-25 filed on May 18, 2021 by Khosla Ventures Acquisition Co. III (the "Company") with the SEC, as a result of the SEC Statement and resulting backlog with its independent registered public accounting firm, as well as the time and dedication of resources needed to prepare its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the "Form 10-Q"), the Company was unable to file the Form 10-Q by the required due date of May 17, 2021.

In connection with the foregoing, on May 28, 2021, the Company received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because it had not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Company filed the Form 10-Qwith the SEC on June 1, 2021.

The Notice has no immediate effect on the listing or trading of the Company's securities. However, if the Company fails to timely regain compliance with the Rule, the Company's securities will be subject to delisting from the Nasdaq Capital Market.

Item 8.01 Other Events.

On June 2, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

             Exhibit
               No      Description of Exhibits

             99.1        Press Release, dated as of June 2, 2021.

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