Nextdoor SPAC Presentation Deck
Risk Factors
Risks Related to Financial and Accounting Matters
1. Nextdoor's operating results may fluctuate significantly, which makes its future results difficult to predict.
2. Certain of Nextdoor's market opportunity estimates, growth forecasts and key metrics could prove to be inaccurate, and any real or perceived inaccuracies may harm its reputation and negatively affect its business.
3. Nextdoor has a history of net losses and may experience net losses in the future and Nextdoor cannot assure you that it will achieve or sustain profitability. If Nextdoor cannot achieve and sustain profitability, its business, financial condition, and operating results will be
adversely affected.
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Nextdoor's ability to use its U.S. federal and state net operating losses to offset future taxable income may be subject to certain limitations which could subject Nextdoor's business to higher tax liability.
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Nextdoor's financial results may be adversely affected by changes in accounting principles generally accepted in the United States and its financial estimates may be different from its financial results.
6. If currency exchange rates fluctuate substantially in the future, Nextdoor's operating results, which are reported in U.S. dollars, could be adversely affected.
7. Nextdoor may have exposure to greater-than-anticipated tax liabilities, which could seriously harm its business.
8. Taxing authorities in the U.S. and in foreign jurisdictions may successfully assert that Nextdoor should have collected or in the future should collect sales and use, gross receipts, value-added or similar taxes and may successfully impose additional obligations on Nextdoor,
and any such assessments or obligations could adversely affect Nextdoor's business, operating results, and financial condition.
The interpretation and application of recent U.S. tax legislation or other changes in U.S. or non-U.S. taxation of Nextdoor's operations could harm its business, operating results, and financial condition.
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Risks Related to Legal and Regulatory Matters
1. Nextdoor may be liable as a result of content or information that is published or made available on its platform.
2.
Actions by governments that restrict access to Nextdoor's platform in their countries, or that otherwise impair Nextdoor's ability to sell advertising in their countries, could substantially harm Nextdoor's business, operating results, and financial condition.
Nextdoor's business is subject to complex and evolving U.S. and foreign laws, regulations and industry standards regarding data privacy, cybersecurity, intellectual property (including copyright and patent laws), content, rights of publicity, advertising, marketing,
competition, protection of minors, consumer protection, taxation, and telecommunications, and other matters, and it cannot yet determine the impact that such future laws, regulations and industry standards may have on Nextdoor's business. Many of these laws and
regulations are subject to change and uncertain interpretation, and could result in claims, changes to Nextdoor's business practices, monetary penalties, increased cost of operations, or declines in neighbor growth or engagement, or otherwise harm Nextdoor's business,
operating results, and financial condition.
4. Nextdoor could be involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm its business, operating results, and financial condition.
5. Exposure to United Kingdom political developments, including the effect of its withdrawal from the European Union, could be costly and difficult to comply with and could adversely impact Nextdoor's business, operations results, and financial condition.
6.
The obligations associated with operating as a public company following the [Business Combination] will require significant resources and management attention and will cause Nextdoor to incur additional expenses, which will adversely affect its profitability.
7. Failure to maintain effective systems of internal control and disclosure controls could have a material adverse effect on Nextdoor's business, operating results, and financial condition.
Risks Related To Intellectual Property
1. If Nextdoor is unable to protect its intellectual property, the value of its brands and other intangible assets may be diminished, and its business, operating results, and financial condition may be adversely affected.
Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and proprietary information.
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3. Nextdoor's use of "open source" software could subject it to possible litigation or could prevent it from offering products that include open source software or require it to obtain licenses on unfavorable terms.
Risks Related to Ownership of Nextdoor's Class A Common Stock
1. The dual class structure of Nextdoor's common stock may adversely affect the trading market for its Class A common stock following the closing of the transaction.
The dual class structure of Nextdoor's common stock will have the effect of concentrating voting power with Nextdoor's management and other existing stockholders, which will limit your ability to influence the outcome of important transactions, including a change in
control.
Nextdoor does not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of Nextdoor's Class A common stock.
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