As filed with the U.S. Securities and Exchange Commission on June 9, 2021

Registration No. 333-255017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

AMENDMENT NO. 2

TO

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

NEWHOLD INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

_________________

Delaware

 

6770

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

12141 Wickchester Ln., Suite 325
Houston, Texas 77079
(212) 653
-0153
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

Mr. Kevin Charlton
Chief Executive Officer
12141 Wickchester Ln., Suite 325
Houston, Texas 77079
(212) 653
-0153
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________

Copies to:

Lloyd L. Rothenberg

Ronelle C. Porter

Giovanni Caruso

Loeb & Loeb, LLC
345 Park Avenue
New York, NY 10154

 

Ryan J. Maierson

Stephen W. Ranere

Daniel Hoffman

Erika L. Weinberg

Latham & Watkins LLP

200 Clarendon Street
Boston, MA 02116

_________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

Large accelerated filer

 

£

 

Accelerated filer

 

£

Non-accelerated filer

 

S

 

Smaller reporting company

 

S

       

Emerging growth company

 

S

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 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)               £

   

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)     £

   

 

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount
to be
registered
(1)

 

Maximum
Offering
Price Per
Security

 

Proposed
maximum
aggregate
offering
price
(2)

 

Amount of
registration
fee
(3)

Common stock, par value $0.0001 per share

 

47,069,088

 

 

$

27,813,124.10

 

$

3,034.41

____________

(1)      Based on the maximum number of shares of common stock, $0.0001 par value per share (“Common Stock”), of the registrant issuable upon a business combination (the “Business Combination”) involving NewHold Investment Corp. (“NHIC”) and Evolv Technologies, Inc. (“Evolv”). This number is based on the 125,000,000 shares of Common Stock issuable as consideration in connection with the Business Combination to holders of common stock of Evolv and securities convertible into common stock plus the maximum additional earn-out shares of 15,000,000 that may be paid in certain circumstances in accordance with the terms of the Agreement and Plan of Merger, dated March 5, 2021 and amended on June 5, 2021. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

(2)      Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Evolv is a private company, no market exists for its securities, and Evolv has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Evolv securities expected to be exchanged in the Business Combination, including Evolv securities issuable upon the exercise of options.

(3)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091. A registration fee of $2,888.20 was previously paid. An additional registration fee of $146.21 is paid herewith.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 9, 2021

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Meeting”) of NewHold Investment Corp. (“NHIC”), which will be held at [•] a.m., Eastern time, on [•], 2021. Due to the continuing public health concerns relating to the coronavirus pandemic, related governmental actions closing non-essential businesses and encouraging individuals to stay home, and our concerns about protecting the health and well-being of our stockholders and employees, the Board of Directors has determined to convene and conduct the Meeting in a virtual meeting format at [•]. Stockholders will NOT be able to attend the Meeting in-person. This proxy statement/prospectus includes instruction on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

NHIC is a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of NHIC common stock, which refers to NHIC’s Class A common stock and our Class B common stock, collectively, will be asked to approve, among other things, the agreement and plan of merger, dated as of March 5, 2021, as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as amended, the “Merger Agreement”), by and among NHIC, NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary of NHIC (“Merger Sub”) and Evolv Technologies, Inc., dba Evolv Technology, Inc., a Delaware corporation (“Evolv”), and the other related proposals.

Upon the closing of the transactions contemplated in the Merger Agreement, Merger Sub will merge with and into Evolv (the “Merger”) with Evolv surviving the Merger as a wholly owned subsidiary of NHIC. In addition, in connection with the consummation of the Merger, NHIC will be renamed “Evolv Technologies Holdings, Inc.” The transactions contemplated under the Merger Agreement relating to the Merger are referred to in this proxy statement/prospectus as the “Business Combination” and the combined company after the Business Combination is referred to in this proxy statement/prospectus as the “Combined Company.”

As of March 31, 2021, there was approximately $172,598,000 in NHIC’s trust account (the “Trust Account”). On June 10, 2021, the record date for the Meeting of stockholders, the last sale price of the common stock was $[•].

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Meeting if such stockholder subsequently chooses to participate in the Meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 26.

NHIC’s board of directors unanimously recommends that NHIC stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

/s/ Kevin Charlton

   

Kevin Charlton

   

Chief Executive Officer

   

NewHold Investment Corp.

   

[•], 2021

   

 

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about NHIC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by NHIC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

MORROW SODALI LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals call toll free at (800) 662-5200

Banks and Brokers call collect at (203) 658-9400

Email: NHIC.info@investor.morrowsodalit.com

If you would like to request documents, please do so no later than [•], to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about NHIC and Evolv. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither NHIC nor Evolv has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement/prospectus may change after the date of this proxy statement. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

 

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NEWHOLD INVESTMENT CORP.
12141 Wickchester Ln., Suite 325
Houston, Texas 77079
Telephone: (212) 653-0153

NOTICE OF SPECIAL MEETING OF
NEWHOLD INVESTMENT CORP. STOCKHOLDERS
To Be Held on
[•]

To NewHold Investment Corp. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of NewHold Investment Corp. (“NHIC,” “we”, “our”, or “us”), which will be held at [•] a.m., Eastern time, on [•], 2021, at [•] (the “Meeting”). In light of COVID-19 we will hold the Meeting virtually. You can participate in the virtual Meeting as described in “The Meeting.”

During the Meeting, NHIC’s stockholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

•        To consider and vote upon a proposal to approve the transactions contemplated under the Merger Agreement, dated as of March 5, 2021, as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as amended, the “Merger Agreement”), by and among NHIC, NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary of NHIC (“Merger Sub”) and Evolv Technologies, Inc., a Delaware corporation (“Evolv”), (the “Business Combination”), a copy of which is attached to this proxy statement/prospectus as Annex A. This proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

•        To consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of NHIC, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Amended Charter”) to, among other things, change NHIC’s name to “Evolv Technologies Holdings, Inc.,” amend certain provisions related to authorized capital stock, the required vote to amend the charter and bylaws, and director removal, and to divide the board of directors into three classes, with one class of directors being elected in each year and each class (except for those directors appointed to our first annual meeting of stockholders) serving a three-year term, in each case, to be effective upon the consummation of the Business Combination. This proposal is referred to as the “Charter Approval Proposal” or “Proposal 2.”

•        To consider and vote upon a proposal to approve the Evolv Technologies Holdings, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”), a copy of which is to be attached to this proxy statement/prospectus as Annex C, to be effective upon the consummation of the Business Combination. This proposal is referred to as the “Stock Plan Proposal” or “Proposal 3.”

•        To consider and vote upon a proposal to approve the Evolv Technologies Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex D, to be effective upon consummation of the Business Combination. This proposal is referred to as the “ESPP Proposal” or “Proposal 4.”

•        To consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of NHIC common stock and the resulting change in control in connection with the Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the common stock in connection with the PIPE Investment upon the consummation of the Business Combination. This proposal is referred to as the “Nasdaq Proposal” or “Proposal 5.”

•        To consider and vote upon a proposal to approve the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event NHIC does not receive the requisite stockholder vote to approve the Proposals. This proposal is called the “Adjournment Proposal” or “Proposal 6.”

 

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The Business Combination Proposal is conditioned upon the approval of Proposal 2 and Proposal 5. Proposals 2, 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, NHIC will not consummate the Business Combination. If NHIC does not consummate the Business Combination and fails to complete an initial business combination by August 4, 2022, NHIC will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Approval of the Business Combination Proposal, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock.

As of June 10, 2021, there were [•] shares of common stock issued and outstanding and entitled to vote. Only NHIC stockholders who hold common stock of record as of the close of business on [•], 2021 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus is first being mailed to NHIC stockholders on or about [•], 2021.

Investing in NHIC’s securities involves a high degree of risk. See “Risk Factors” beginning on page 26 for a discussion of information that should be considered in connection with an investment in NHIC’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of common stock online if you subsequently choose to participate in the virtual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC, at 470 West Avenue, Stamford, Connecticut 06902, that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

NHIC’s board of directors unanimously recommends that NHIC stockholders vote “FOR” approval of each of the Proposals. When you consider NHIC’s Board of Director’s recommendation of these Proposals, you should keep in mind that NHIC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by NHIC Stockholders: The Business Combination — Interests of NHIC’s Directors, Officers and Certain Stockholders in the Business Combination.”

On behalf of the NHIC Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

   

    

   

Kevin Charlton

   

Chief Executive Officer

   

NewHold Investment Corp.

   

[•], 2021

   

 

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TABLE OF CONTENTS

 

PAGE

FREQUENTLY USED TERMS

 

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

2

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

4

SUMMARY OF THE PROXY STATEMENT

 

12

SELECTED HISTORICAL FINANCIAL INFORMATION OF NHIC

 

22

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF EVOLV

 

23

TRADING MARKET AND DIVIDENDS

 

25

RISK FACTORS

 

26

THE MEETING

 

53

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

58

PROPOSAL NO. 2 — THE CHARTER APPROVAL PROPOSAL

 

79

PROPOSAL NO. 3 — THE STOCK PLAN PROPOSAL

 

82

PROPOSAL NO. 4 — THE ESPP PROPOSAL

 

86

PROPOSAL NO. 5 — THE NASDAQ PROPOSAL

 

88

PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

 

90

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

91

NHIC’S BUSINESS

 

95

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NHIC

 

98

INFORMATION ABOUT EVOLV

 

103

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EVOLV TECHNOLOGY

 

122

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

141

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

146

COMPARATIVE SHARE INFORMATION

 

155

NHIC’S DIRECTORS AND EXECUTIVE OFFICERS

 

156

DIRECTORS AND EXECUTIVE OFFICERS OF EVOLV

 

162

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

171

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

177

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

180

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

193

EXPERTS

 

197

APPRAISAL RIGHTS

 

197

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

197

TRANSFER AGENT AND REGISTRAR

 

197

SUBMISSION OF STOCKHOLDER PROPOSALS

 

197

FUTURE STOCKHOLDER PROPOSALS

 

198

WHERE YOU CAN FIND MORE INFORMATION

 

198

INDEX TO FINANCIAL STATEMENTS

 

F-1

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement, the terms, “we,” “us,” “our” or “NHIC” refer to NewHold Investment Corp., a Delaware corporation. Further, in this document:

•        “Aggregate Merger Consideration” means a number of shares of NHIC common stock equal to the quotient of (i) $1,250,000,000, divided by (ii) $10.00.

•        “Board” means the board of directors of NHIC.

•        “Business Combination” means the merger contemplated by the Merger Agreement.

•        “Certificate of Incorporation” means NHIC’s Amended and Restated Certificate of Incorporation.

•        “Closing Date” means date of the consummation of the Business Combination.

•        “Code” means the Internal Revenue Code of 1986, as amended.

•        “Combined Company” means NHIC after the Business Combination.

•        “common stock” means the shares of common stock, par value $0.0001 per share, of NHIC, which includes Class A common stock and Class B common stock, collectively.

•        “Continental” means Continental Stock Transfer & Trust Company, NHIC’s transfer agent.

•        “Effective Time” means the time at which the Merger becomes effective.

•        “Evolv” means Evolv Technologies Inc., a Delaware corporation.

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

•        “GAAP” means accounting principles generally accepted in the United States of America.

•        “HSR” means Hart-Scott-Rodino Antitrust Improvement Act.

•        “IPO” refers to the initial public offering of 15,000,000 units of NHIC consummated on August 4, 2020.

•        “Merger Agreement” means that certain Merger Agreement, dated as of March 5, 2021, by and among NHIC, Merger Sub and Evolv as amended, restated or supplemented from time to time, including pursuant to that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021.

•        “Merger Sub” means NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary of NHIC.

•        “NHIC Units” means the units that were issued in NHIC’s IPO, each consisting of one share of common stock and one-half of one redeemable warrant, with each whole warrant entitles the holder thereof to purchase one share of NHIC’s Class A common stock at a price of $11.50 per share.

•        “NHIC Warrants” refers to the redeemable warrants that entitle the holder thereof to purchase one share of NHIC’s Class A common stock at a price of $11.50 per share.

•        “Organizational Documents” means certificate of incorporation and bylaws.

•        “PIPE Investment” means the private placement of 30,000,000 shares of common stock for an aggregate of $300,000,000 in a private placement immediately prior to the closing of the Business Combination.

•        “Private Placement Warrants” means the warrants issued to our Sponsor and the Anchor Investors in a private placement simultaneously with the closing of our IPO;

•        “SEC” means the U.S. Securities and Exchange Commission.

•        “Securities Act” means the Securities Act of 1933, as amended.

•        “Sellers” means the stockholders of Evolv.

•        “Sponsor” means NewHold Industrial Technology Holdings LLC., a Delaware limited liability company.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of NHIC and/or Evolv and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Evolv” and “Business of Evolv.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NHIC and Evolv as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by NHIC and the following:

•        expectations regarding Evolv’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Evolv’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against NHIC or Evolv following announcement of the Merger Agreement and the transactions contemplated therein;

•        the inability to complete the Business Combination due to, among other things, the failure to obtain NHIC stockholder approval;

•        the risk that the announcement and consummation of the proposed Business Combination disrupts Evolv’s current plans;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of common stock being greater than expected;

•        limited liquidity and trading of NHIC’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that NHIC and/or Evolv may be adversely affected by other economic, business, and/or competitive factors

•        operational risk;

•        risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;

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•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Evolv’s resources; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of NHIC and Evolv prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to NHIC, Evolv or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, NHIC and Evolv undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of NHIC, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

Q:     What is the purpose of this document?

A:     NHIC, Merger Sub, Evolv, and the stockholders of Evolv (the “Sellers”), have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned common stock at the close of business on June 10, 2021, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are the proposals that the NHIC stockholders are being asked to vote on:

•        Proposal 1 — The Business Combination Proposal to approve the Merger Agreement and the Business Combination.

•        Proposal 2 — The Charter Approval Proposal to approve the Combined Company’s Amended and Restated Certificate of Incorporation attached to this proxy statement/prospectus as Annex B.

•        Proposal 3 — The Stock Plan Proposal to approve the Incentive Award Plan.

•        Proposal 4  — The ESPP Proposal to approve the ESPP.

•        Proposal 5 — The Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding shares of common stock in connection with (i) the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a)and (b), and (ii) the terms of the PIPE Investment, as required by Nasdaq Listing Rule 5635(d).

•        Proposal 6 — The Adjournment Proposal to approve the adjournment of the Meeting.

Q:     What vote is required to approve the Proposals?

A:     Proposal 1 — The Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 1. Broker non-votes will have no effect on the vote for Proposal 1.

Proposal 2 — The Charter Approval Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.

Proposal 3 — The Stock Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal No. 3. Broker non-votes will have no effect on the vote for Proposal No. 3.

Proposal 4 — The ESPP Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person or by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal N. 4. Broker non-votes will have no effect on the vote for Proposal No. 4.

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Proposal 5 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 4. Broker non-votes will have no effect on the vote for Proposal No. 5.

Proposal 6 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal No. 5. Broker-non votes have no effect on the vote for Proposal No. 6.

Q:     Are any of the proposals conditioned on one another?

A:     The Business Combination Proposal is conditioned upon the approval of Proposal 2 and Proposal 5. Proposals 2, 3, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, NHIC will not consummate the Business Combination. If NHIC does not consummate the Business Combination and fails to complete an initial business combination by August 4, 2022, NHIC will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Q:     How will the Initial Stockholders vote?

A:     Pursuant to a letter agreement, the Initial Stockholders agreed to vote their respective shares of common stock acquired by them prior to the IPO and any shares of common stock purchased by them in the open market after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with Evolv pursuant to which it agreed to vote all shares of NHIC common stock beneficially owned by it in favor of the Business Combination Proposal. As of June 10, 2021, a total of ______ shares of common stock or approximately ___% of the outstanding shares were subject to the letter agreement and the Sponsor Support Agreement. As a result, only ______ shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, only _______ shares of common stock or approximately ____% of the outstanding shares of the common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each share of NHIC common stock that you held as of the Record Date. As of the close of business on the Record Date, there were [] outstanding shares of common stock.

Q:     What is the consideration being paid to Evolv security holders?

A:     Preferred Stock.    Immediately prior to the Effective Time and subject to the consent of the holders of Evolv’s preferred stock, par value $0.001 per share (the “Evolv Preferred Stock”), each issued and outstanding share of Evolv Preferred Stock shall be converted into shares of the common stock, par value $0.001 per share, of Evolv (the “Evolv common stock”) at the then-applicable conversion rates.

Convertible Notes.    Immediately prior to the Effective Time, each issued and outstanding convertible promissory note of Evolv (the “Evolv Convertible Notes”) will be automatically converted into shares of Evolv common stock in accordance with the then-applicable conversion rates. In addition, at the Effective Time, holders of the 2021 Convertible Notes will receive 1,000,000 shares in the aggregate of NHIC common stock as further consideration for the conversion of such notes consistent with the terms thereof.

Warrants.    With the exception of a warrant to purchase 6,756,653 shares of Evolv common stock (the “Finback Warrant”), immediately prior to the Effective Time, Evolv shall cause each outstanding warrant to purchase shares of Evolv capital stock to be exercised in full on a cash or cashless basis or terminated without exercise. With respect to the Finback Warrant, the portion that is vested immediately prior to the Effective

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Time shall be either exercised in full on a cash or cashless basis or terminated as of the Effective Time, while the portion that is unvested as of immediately prior to the Effective Time shall be automatically converted into a warrant to purchase shares of the NewHold Class A common stock, proportionately adjusted for the Exchange Ratio (as defined below).

Common Stock.    At the Effective Time, each share of Evolv common stock (including Evolv restricted stock units (“RSUs”) and shares outstanding as a result of the conversion of the Evolv Preferred Stock, the Evolv Convertible Notes and the Evolv Warrants but excluding shares the holders of which perfect rights of appraisal under Delaware law) will be converted into the right to receive such number of shares of NewHold common stock equal to the Exchange Ratio and a number of Earn-Out Shares (as defined below). The Exchange Ratio is defined in the Merger Agreement to be 125,000,000 divided by the number of outstanding shares of Evolv common stock, Evolv RSUs and options to purchase shares of Evolv common stock as of immediately prior to the Effective Time, after giving effect to the conversion of the Evolv Preferred Stock, Evolv Convertible Notes and Evolv Warrants and as further adjusted pursuant to the Merger Agreement.

Stock Options.    At the Effective Time, each outstanding option to purchase shares of Evolv common stock shall be converted into an option to purchase shares of NewHold common stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

Restricted Stock Units.    At the Effective Time, each outstanding award of Evolv restricted stock units, whether vested or unvested (“Evolv RSUs”) shall be converted into an award of NHIC restricted stock units equal to the number of shares underlying such award prior to the Effective Time multiplied by the Exchange Ratio.

Q:     What equity stake will current stockholders of NHIC and Evolv stockholders hold in the Combined Company after the closing?

A:     It is anticipated that upon completion of the Business Combination, NHIC’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 11.4% in the Combined Company, the PIPE Investment investors will own approximately 19.9% of the Combined Company, NHIC’s Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 2.9% of the Combined Company and the Evolv stockholders will own approximately 65.8% of the Combined Company.

The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any shares by the NHIC public stockholders or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan or the ESPP. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the NHIC stockholders will be different. See “Unaudited Condensed Combined Financial Information.”

Q:     Do any of NHIC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Board to approve the Merger Agreement, NHIC stockholders should be aware that certain NHIC executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of NHIC stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Interests of Directors and Executive Officers of NHIC in the Business Combination” beginning on page 156.

Q:     When and where is the Meeting?

A:     The Meeting will take place at [], on [], 2021, at [] a.m.

Q:     Who may vote at the Meeting?

A:     Only holders of record of NewHold common stock as of the close of business on June 10, 2021 may vote at the Meeting of stockholders. As of [], there were [] shares of common stock outstanding and entitled to vote. Please see “The Meeting of NHIC Stockholders — Record Date; Who is Entitled to Vote” for further information.

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Q:     What is the quorum requirement for the Meeting?

A:     Stockholders representing a majority of the shares of common stock issued and outstanding as of the Record Date and entitled to vote at the Meeting must be present in person by virtual attendance or represented by proxy in order to hold the Meeting and conduct business. This is called a quorum. Shares of our common stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     Am I required to vote against the Business Combination Proposal in order to have my public shares redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that NHIC redeem your public shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public shares for cash are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of public shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of common stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your public shares redeemed, you must (i) demand, no later than [] p.m., Eastern time on [], 2021 (at least two business days before the Meeting), that NHIC redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

NHIC stockholders may seek to have their public shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of common stock as of the Record Date. Any public stockholder who holds shares of common stock on or before [•], 2021 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of common stock underlying the NHIC Units sold in the IPO. Please see the section titled “The Meeting of NHIC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares of common stock for cash.

Q:     How can I vote?

A:     If you are a stockholder of record, you may vote online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

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To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to [] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [], 2021. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of common stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than [] p.m., Eastern Time, on [], 2021.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

Q:     How may I participate in the virtual Meeting?

A.     If you are a stockholder of record as of the Record Date for the Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-___-_____ or email proxy@continentalstock.com.

You can pre-register to attend the virtual Meeting starting on [], 2021. Go to http://www.cstproxy.com/xxxxxxxx2021, enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote [or enter questions in the chat box]. At the start of the Meeting you will need to re-log into http://www.cstproxy.com/xxxxxxxx2021 using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to [48] hours prior to the meeting for processing your control number.

Q:     Who can help answer any other questions I might have about the virtual Meeting?

A.     If you have any questions concerning the virtual Meeting (including accessing the meeting by virtual means) or need help voting your shares of the NHIC common stock, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

The Notice of Special Meeting, proxy statement/prospectus and form of Proxy Card are available at: [].

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Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have the same effect as a vote against the Business Combination Proposal, and the Adjournment proposal.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     NHIC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     How can I submit a proxy?

A.     You may submit a proxy by (a) visiting [] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [] in the U.S. or [] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the virtual Meeting in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your shares of common stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Morrow Sodali LLC

470 West Avenue
Stamford, Connecticut 06902

Unless revoked, a proxy will be voted at the virtual Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of common stock represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

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Q:     Should I send in my share certificates now to have my shares of common stock redeemed?

A:     NHIC stockholders who intend to have their public shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “The Meeting of NHIC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

A:     NHIC will pay the cost of soliciting proxies for the Meeting. NHIC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Meeting. NHIC has agreed to pay Morrow Sodali LLC a fee of $30,000, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. NHIC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of common stock for their expenses in forwarding soliciting materials to beneficial owners of the common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if I sell my shares before the Meeting?

A:     The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of common stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in NHIC after the Business Combination is consummated.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and stockholder approvals are received, NHIC expects that the Business Combination will occur as soon as possible following the Meeting.

Q:     Are Evolv’s stockholders required to approve the Business Combination?

A:     Yes. The Evolv stockholders have already approved the Business Combination.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 26 of this proxy statement.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     No. Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination. For additional information, see the section titled “The Meeting of NHIC Stockholders — Appraisal Rights.”

Q:     What happens if the Business Combination is not consummated?

A:     If NHIC does not consummate the Business Combination by August 4, 2022, then pursuant to Article IX of its current Amended and Restated Certificate of Incorporation, NHIC’s officers must take all actions necessary in accordance with the Delaware General Corporation Law to dissolve and liquidate NHIC as soon as reasonably practicable. Following dissolution, NHIC will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of shares of common stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of common stock would be paid at liquidation would be approximately $[] per share for stockholders based on amounts on deposit in the Trust Account as of March 31, 2021. The closing price of our common stock on the Nasdaq Stock Market as of [], 2021 was $[]. The Initial Stockholders waived the right to any liquidation distribution with respect to any shares of common stock held by them.

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Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of pubic shares of NHIC exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Evolv to fund working capital needs of the Combined Company. As of [], 2021, there was approximately $[] in the Trust Account. NHIC estimates that approximately $[] per outstanding share issued in the NHIC IPO will be paid to the investors exercising their redemption rights.

Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the closing of the Business Combination, all of the officers and directors of NHIC will resign, other than Messrs. Charlton and Glat, who will serve as directors of the Combined Company, subject to certain closing conditions. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this proxy statement.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact NHIC’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue
Stamford, Connecticut 06902
Individuals call (800) 662-5200
Banks and Brokers call collect at (203) 658-9400
Email: NHIC.info@investor.morrowsodali.com

You may also obtain additional information about NHIC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, NHIC encourages you to read carefully this entire proxy statement, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by NHIC’s stockholders.

The Parties to the Business Combination

NewHold Investment Corp.

NHIC was incorporated as a blank check company on January 24, 2020, under the laws of the state of Delaware, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we hereby refer to as a “target business.”

On August 4, 2020, NHIC consummated its IPO of 15,000,000 Units, generating gross proceeds of $150,000,000. Simultaneously with the closing of our IPO, NHIC consummated the sale of 5,250,000 Private Placement Warrants in a private placement to our Sponsor, NewHold Industrial Technology Holdings LLC, and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC, and Mint Tower Capital Management B.V., which we refer to collectively as the “Anchor Investors”, generating gross proceeds of $5,250,000.

On August 12, 2020, Stifel, the underwriter for the IPO, exercised its over-allotment option in part for an additional 2,250,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $22,500,000. On August 14, 2020, simultaneously with the sale of the over-allotment option Units, NHIC also consummated the private sale of an additional 450,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement to our Anchor Investors, generating gross proceeds of $450,000. The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

In accordance with NHIC’s current Amended and Restated Certificate of Incorporation, the amounts held in the Trust Account may only be used by NHIC upon the consummation of a business combination, except that there can be released to NHIC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations, and up to $250,000 per year for working capital purposes. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and NHIC’s liquidation. NHIC executed a merger agreement on March 5, 2021 and it must liquidate unless a business combination is consummated by August 4, 2022.

After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Placement Warrants, a total of $150,000,000 was deposited into the Trust Account, and the remaining $1,500,000 of the net proceeds were outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of March 31, 2021, NHIC had cash of $579,000 outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of March 31, 2021, there was $172,598,000 held in the Trust Account (including $[] of accrued interest which NHIC can withdraw to pay taxes).

The NHIC Units, NHIC shares of Class A common stock, and NHIC warrants are currently listed on the Nasdaq Stock Market, under the symbols “NHICU,” “NHIC,” and “NHICW,” respectively. The NHIC Units, NHIC shares of Class A common stock, and NHIC warrants commenced trading on the Nasdaq Stock Market separately on or about September 22, 2020.

NHIC’s principal executive offices are located at 12141 Wickchester Ln., Suite 325, Houston, TX, 77029 and its telephone number is (212) 653-0153.

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Evolv Technologies, Inc.

Evolv Technologies, Inc. (“Evolv”) is a Delaware company formed in July 2013. Evolv’s principal office and mailing address is 500 Totten Pond Road, 4th Floor, Waltham, MA 02451, its telephone number is (781) 374-8100 and its website is www.evolvtechnology.com. The information contained on, or accessible through, Evolv’s website is not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, Evolv’s website as part of this proxy statement/prospectus or in deciding how to vote your shares of common stock.

Evolv is the global leader in AI-based touchless security screening. Evolv’s mission is to make the world a safer and more enjoyable place to live, work, learn, and play. Evolv is democratizing security by making it seamless for gathering spaces to address the chronic epidemic of mass shootings and terrorist attacks in a cost-effective manner while improving the visitor experience.

For more information on Evolv, please see the sections titled “Information about Evolv” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Evolv”

Merger Sub

Merger Sub is a wholly-owned subsidiary of NHIC formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into Evolv, with Evolv surviving the Merger as a wholly-owned subsidiary of NHIC.

The Merger Agreement

On March 5, 2021, NHIC, entered into an Agreement and Plan of Merger by and among NHIC, Merger Sub, and Evolv. Pursuant to the terms of such agreement, a business combination between NHIC and Evolv will be effected through the merger of Merger Sub with and into Evolv, with Evolv surviving the merger as a wholly owned subsidiary of NHIC. The Board of Directors of NHIC (the “Board”) has unanimously (i) approved and declared advisable the Agreement and Plan of Merger, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Agreement and Plan of Merger and related matters by the stockholders of NHIC.

On June 5, 2021, the parties entered into the First Amendment to Agreement and Plan of Merger amending the Agreement and Plan of Merger to, among other things, address the treatment of Evolv RSUs in the Merger, clarify that the unvested portion of the Finback Warrant (as defined below) participates pro rata in the Earn-Out Shares, and to correct the calculation of the Exchange Ratio.

Treatment of Evolv Securities

Preferred Stock.    Immediately prior to the effective time of the Merger (the “Effective Time”) and subject to the consent of the holders of Evolv’s preferred stock, par value $0.001 per share (the “Evolv Preferred Stock”), each issued and outstanding share of Evolv Preferred Stock shall be converted into shares of the common stock, par value $0.001 per share, of Evolv (the “Evolv common stock”) at the then-applicable conversion rates.

Convertible Notes.    Immediately prior to the Effective Time, each issued and outstanding convertible promissory note of Evolv (the “Evolv Convertible Notes”) will be automatically converted into shares of Evolv common stock in accordance with the then-applicable conversion rates. In addition, at the Effective Time, holders of the 2021 Convertible Notes will receive 1,000,000 shares, in the aggregate, of NHIC common stock as further consideration for the conversion of such notes consistent with the terms thereof.

Warrants.    With the exception of a warrant to purchase 6,756,653 shares of Evolv common stock (the “Finback Warrant”), immediately prior to the Effective Time, Evolv shall cause each outstanding warrant to purchase shares of Evolv capital stock to be exercised in full on a cash or cashless basis or terminated without exercise. With respect to the Finback Warrant, the portion that is vested immediately prior to the Effective Time shall be either exercised in full on a cash or cashless basis or terminated as of the Effective Time, while the portion that is unvested as of immediately prior to the Effective Time shall be automatically converted into a warrant to purchase shares of the Class A common stock, par value $0.0001 per share, of NHIC (the “NHIC common stock”), proportionately adjusted for the Exchange Ratio (as defined below). All Evolv warrants that are converted into shares of Evolv common stock are hereafter referred to as the “Evolv Warrants.”

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Common Stock.    At the Effective Time, each share of Evolv common stock (including shares outstanding as a result of the conversion of the Evolv Preferred Stock, the Evolv Convertible Notes and the Evolv Warrants but excluding shares the holders of which perfect rights of appraisal under Delaware law) and each Evolv RSU will be converted into the right to receive such number of shares of NHIC common stock equal to the Exchange Ratio and a number of Earn-Out Shares (as defined below). The Exchange Ratio is defined in the Merger Agreement to be 125,000,000 divided by the number of outstanding shares of Evolv common stock, Evolv RSUs and options to purchase shares of Evolv common stock as of immediately prior to the Effective Time, after giving effect to the conversion of the Evolv Preferred Stock, Evolv Convertible Notes and Evolv Warrants and as further adjusted pursuant to the Merger Agreement.

Stock Options.    At the Effective Time, each outstanding option to purchase shares of Evolv common stock shall be converted into an option to purchase shares of NHIC common stock equal to the number of shares subject to such option prior to the Effective Time multiplied by the Exchange Ratio, with the per share exercise price equal to the exercise price prior to the Effective Time divided by the Exchange Ratio.

Restricted Stock Units.    At the Effective Time, each outstanding award of Evolv restricted stock units, whether vested or unvested (“Evolv RSUs”), shall be converted into an award of NHIC restricted common stock units equal to the number of shares underlying such award prior to the Effective Time multiplied by the Exchange Ratio.

Earn-Out Shares.    Following the closing of the merger, former holders of shares of Evolv common stock (including shares received as a result of the Evolv Preferred Stock conversion, Evolv Convertible Notes conversion and Evolv Warrants conversion), the former holder of the unvested portion of the Finback Warrant, former holders of Evolv RSUs and former holders of Evolv stock options shall be entitled to receive their pro rata share of up to 15,000,000 additional shares of NHIC common stock (the “Earn-Out Shares”) if, within a five-year period following the signing date of the Merger Agreement, the closing share price of the NHIC common stock equals or exceeds any of three thresholds over any 20 trading days within a 30-day trading period (each, a “Triggering Event”) and, in respect of a former holder of Evolv stock options, the holder continues to provide services to NHIC or one of its subsidiaries at the time of such Triggering Event.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) compliance with laws and permits, (e) taxes, (f) financial statements and internal controls, (g) real and personal property, (h) material contracts, (i) environmental matters, (j) absence of changes, (k) employee matters, (l) litigation, and (m) brokers and finders.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for NHIC and Evolv to use reasonable best efforts to cooperate in the preparation of the Registration Statement and proxy statement/prospectus (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of NHIC, approvals of the restated certificate of incorporation, the share issuance under Nasdaq rules and the omnibus incentive plan. NHIC has also agreed to include in the proxy statement/prospectus the recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting.

Non-Solicitation Restrictions

Each of NHIC and Evolv has agreed that from the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party, or provide non-public information or data concerning it or its subsidiaries to any party relating to an Acquisition Proposal or Alternative Transaction (as such terms are defined in the Merger Agreement) or enter into any agreement relating to such a proposal. Each of NHIC and Evolv has also agreed to use its reasonable best efforts to prevent any of its representatives from doing the same.

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Conditions to Closing

The consummation of the Merger is conditioned upon, among other things, (i) receipt of the NHIC stockholder approval, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, (iv) the effectiveness of the Registration Statement under the Securities Act, (v) NHIC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (vi) solely with respect to NHIC, (A) the representations and warranties of Evolv being true and correct to applicable standards applicable and each of the covenants of Evolv having been performed or complied with in all material respects and (B) the approval of the conversion of the convertible notes and warrant settlement and (vii) solely with respect to Evolv, (A) the representations and warranties of NHIC being true and correct to applicable standards applicable and each of the covenants of NHIC having been performed or complied with in all material respects (B) the receipt of the approval for listing by Nasdaq of the shares of NHIC common stock to be issued in connection with the transactions contemplated by the Merger Agreement, (C) the effective resignations of certain directors and executive officers of NHIC, (D) the amount of Closing Parent Cash (as defined in the Merger Agreement) being equal to or exceeding $200,000,000 and (E) the formation and funding of a public benefit corporation as a wholly owned subsidiary of NHIC.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

(i)     by mutual written consent of NHIC and Evolv;

(ii)    by either NHIC or Evolv if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject to a 30-day cure period);

(iii)   by either NHIC or Evolv if the transactions are not consummated on or before September 6, 2021, provided that the failure to consummate the transaction by that date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;

(iv)   by either NHIC or Evolv if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach has proximately contributed to the governmental action;

(v)    by either NHIC or Evolv if the other party has breached its representations, warranties, covenants or agreements in the Merger Agreement such that the conditions to closing cannot be satisfied and such breach cannot be cured by September 6, 2021 provided that the party seeking to breach is not itself in breach of the Merger Agreement;

(vi)   by written notice from NHIC to Evolv if the Evolv stockholders do not approve the merger agreement due to the failure of Evolv to hold a stockholder vote; or

(vii)  by written notice from Evolv to NHIC if the NHIC board shall have publicly withdrawn, modified or changed in an adverse manner its recommendation to vote in favor of the merger and other proposals.

The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about NHIC, Evolv or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about NHIC, Evolv or the other parties thereto at the time they were made or otherwise and should only be read in conjunction

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with the other information that NHIC makes publicly available in reports, statements and other documents filed with the SEC. NHIC and Evolv investors and securityholders are not third-party beneficiaries under the Merger Agreement.

Certain Related Agreements

Sponsor Support Agreement.    In connection with the execution of the Merger Agreement, NewHold Industrial Technology Holdings LLC (the “Sponsor”) entered into a support agreement (the “Support Agreement”) with Evolv pursuant to which to which the Sponsor has agreed to vote all shares of NHIC common stock beneficially owned by it in favor of the Merger.

Amended and Restated Insider Letter Agreement.    In connection with the execution of the Merger Agreement, NHIC, the Sponsor, members of NHIC’s Board and certain other individuals (collectively, the “Insiders”) who hold Class B common shares of NHIC (the “Founder Shares”) and Evolv entered into an amended and restated insider letter agreement (the “Letter Agreement”), which provides, among other things, that the certain Founder Shares (and any shares of NHIC common stock issuable upon conversion thereof) shall be subject to certain share-performance-based vesting provisions described below. Fifty percent of the Founder Shares shall vest at the closing of the Merger, 25% of the Founder Shares shall vest on or before the fifth anniversary of the Closing if the closing share price of the common stock equals or exceeds $12.50 over any 20 trading days within a 30-day trading period and the remaining 25% will vest on or before the fifth anniversary of the Closing if the closing share price of the common stock equals or exceeds $15.00 over any 20 trading days within any 30-day trading period. Further, the Sponsor and the Insiders have agreed, subject to exceptions, not to transfer any unvested Founder Shares prior to the date such securities become vested. The Letter Agreement also provides that neither the Sponsor nor the Insiders will redeem any shares of NHIC common stock owned by such persons in connection with the Merger.

Subscription Agreements.    In connection with the execution of the Merger Agreement, NHIC entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of NHIC common stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and NHIC has agreed to sell to the Subscribers, an aggregate of 30,000,000 shares of NHIC common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $300,000,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

Registration Rights Agreement.    In connection with the Closing, Evolv, NHIC and certain stockholders of each of Evolv and NHIC who will receive shares of NHIC common stock pursuant to the Merger Agreement, will enter into a registration rights agreement (“Registration Rights Agreement”) mutually agreeable to NHIC and Evolv, which will become effective upon the consummation of the Merger.

Stockholder Agreement.    In connection with the execution of the Merger Agreement, NHIC and Motorola Solutions, Inc. (“Motorola”), an existing stockholder of Evolv, entered into a Stockholder Agreement (the “Stockholder Agreement”) pursuant to which NHIC agreed to nominate an individual designated by Motorola to the Board of Directors of the combined company, effective as of immediately prior to the Closing. Such designee will continue to be nominated at each subsequent stockholder meeting up until the expiration or termination of the Distributor Agreement, dated December 23, 2020 and amended on March 4, 2021, by and between Evolv and Motorola.

Indemnification Agreements.    In connection with the Closing, NHIC has agreed to enter into customary indemnification agreements, in form and substance reasonably acceptable to NHIC and Evolv, with the individuals who will be nominated and, subject to stockholder approval, elected to NHIC’s board of directors effective as of the Closing.

Regulatory Approvals

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and the related rules and regulations issued by the Federal Trade Commission, which we refer to as the FTC, certain transactions, including the Merger, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice, which we refer to as the DOJ, and the applicable waiting periods have expired or been terminated. The

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completion of the Merger is conditioned upon the expiration or early termination of the HSR Act waiting period. The initial 30-day waiting period expired at 11:59 pm Eastern time on April 19, 2021. See the section entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Covenants of the Parties” for additional information.

Management

Effective as of the Closing, the Combined Company’s Board of Directors will have eleven directors, of which NHIC has the right to designate two directors, Motorola has the right to designate one director pursuant to the Stockholder Agreement and the remaining eight directors will be designated by Evolv. At the Closing, all of the executive officers of NHIC shall resign and the individuals serving as executive officers of the Combined Company immediately after the Closing will be the same individuals (in the same offices) as those of Evolv immediately prior to the Closing.

See “Directors, Executive Officers, Executive Compensation and Corporate Governance — Directors and Executive Officers after the Business Combination” for additional information.

Voting Securities

As of the Record Date, there were [] shares of common stock issued and outstanding. Only NHIC stockholders who hold shares of common stock of record as of the close of business on June 10, 2021 are entitled to vote at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Stock Plan Proposal, the ESPP Proposal, the Nasdaq Proposal, and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the Meeting or any adjournment thereof. Approval of the Charter Approval Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock.

Attending the Meeting either in person by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals, other than the Charter Approval Proposal, for which it will have the same effect as voting against the proposal.

With respect to the Business Combination, pursuant to the Letter Agreement and the Support Agreement, the Initial Stockholders holding an aggregate of [] shares (or ___% of the outstanding shares) of common stock have agreed to vote their respective shares of common stock in favor of each of the Proposals. As a result, only ______ shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of shares of common stock to constitute a quorum is present, only ____ shares of common stock, or approximately ___% of the outstanding shares of the common stock held by the public stockholders must vote in favor of the Business Combination Proposal for it to be approved.

Appraisal Rights

Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination under Delaware law.

Redemption Rights

Pursuant to NHIC’s Certificate of Incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares of common stock. As of [], 2021, this would have amounted to approximately $ [] per share.

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You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares, or

(b) hold public shares through Units and you elect to separate your Units into the underlying public shares prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to [], Eastern Time, on [], 2021, (a) submit a written request to Continental that NHIC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

Holders of outstanding Units must separate the underlying shares of common stock prior to exercising redemption rights with respect to the shares. If the Units are registered in a holder’s own name, the holder must deliver the certificate for its Units to Continental, with written instructions to separate the Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares from the Units.

If a holder exercises his/her redemption rights, then such holder will be exchanging his/her public shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Ownership of the Post-Business Combination Company After the Closing

It is anticipated that, upon the Closing of the Business Combination, NHIC’s public stockholders (other than the PIPE Investment investors) will retain an ownership interest of approximately 11.4% in the Combined Company, the PIPE Investment investors will own approximately 19.9% of the Combined Company, NHIC’s Sponsor, officers, directors and other holders of founder shares will retain an ownership interest of approximately 2.9% in the Combined Company and the Evolv stockholders will own approximately 65.8% of the outstanding common stock of the Combined Company.

The following summarizes the pro forma ownership of common stock of NewHold following the Business Combination and the PIPE Investment under both the no redemption and maximum redemption scenarios:

 

Scenario 1 Assuming No
Redemptions

 

Scenario 2 Assuming
Maximum
Redemptions

Equity Capitalization Summary

 

Shares

 

%

 

Shares

 

%

Evolv Equity Holders

 

99,400,744

 

65.8

%

 

99,400,744

 

73.5

%

NHIC Public Stockholders(1)

 

17,250,000

 

11.4

%

 

1,500,000

 

1.1

%

NHIC Sponsor(2)

 

4,312,500

 

2.9

%

 

4,312,500

 

3.2

%

PIPE Investors(3)

 

30,000,000

 

19.9

%

 

30,000,000

 

22.2

%

Total Class A common stock

 

150,963,244

 

100.0

%

 

135,213,244

 

100.0

%

____________

(1)      Under Scenario 2, assumes redemptions of 15,750,000 shares of common stock of NHIC for aggregate redemption payments of $150.8 million using a per-share redemption price of $10.00.

(2)      In Scenario 1 and 2, the 4,312,500 NHIC Sponsor Shares (“Founder Shares”) outstanding are subject to certain share-performance-based vesting provisions whereas 50% of the Founder Shares shall vest at the closing of the Merger, 25% of the Founder Shares shall vest on or before the fifth anniversary of the Closing if the closing share price of the common stock equals or exceeds $12.50 over any 20 trading days within a 30-day trading period and the remaining 25% will vest on or before the fifth anniversary of the Closing if the closing share price of the common stock equals or exceeds $15.00 over any 20 trading days within any 30-day trading period.

(3)      In Scenario 1 and Scenario 2, assumes the PIPE Investment is consummated in accordance with its terms for aggregate proceeds of $300.0 million in connection with the issuance of 30,000,000 shares of NHIC common stock issued to the PIPE Investors and the 2021 Notes issued to new and existing investors.

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Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that NHIC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

•        If a proposed Business Combination is not completed by August 4, 2022, NHIC will be required to dissolve and liquidate. In such event, the 4,312,500 shares of our Class B common stock currently held by the Initial Stockholders, which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. Such shares of common stock had an aggregate market value of approximately $[] based on the closing price of our common stock of $[] on the Nasdaq Stock Market as of [], 2021.

•        If the proposed Business Combination is not completed by August 4, 2022, the 5,250,000 Private Placement Warrants purchased for a total purchase price of $5,250,000, will be worthless. Such Private Placement Warrants had an aggregate market value of approximately $[], based on the closing price of NHIC’s warrants of $ [] on Nasdaq as of [], 2021;

•        The exercise of NHIC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

•        If the Business Combination is completed, Evolv will designate (all except for Kevin Charlton and Neil Glat), members of the Combined Company’s Board of Directors.

See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting NHIC will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Evolv Shareholders are expected to have a majority of the voting power of the Combined Company, Evolv will comprise all of the ongoing operations of the Combined Company, Evolv will comprise a majority of the governing body of the Combined Company, and Evolv’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Evolv issuing shares for the net assets of NHIC, accompanied by a recapitalization. The net assets of NHIC will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Evolv.

Summary of Material United States Federal Income Tax Considerations

NHIC and Evolv intend that, for U.S. federal income tax purposes, the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and NHIC and Evolv have agreed to use their reasonable best efforts to cause the Business Combination to so qualify. It is not a condition to the completion of the Merger that either NHIC or Evolv receives an opinion of counsel to the effect that the Business Combination will so qualify, and the Merger may be fully taxable to U.S. holders of NHIC capital stock for U.S. federal income tax purposes. No ruling has been, or will be, sought by NHIC or Evolv from the IRS with respect to the Business Combination and there can be no assurance that the IRS will not challenge the qualification of the Business Combination as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. Assuming that the Business Combination so qualifies, except with respect to the receipt of cash in lieu of fractional shares of Evolv common stock, a U.S. Holder (as defined herein) of Evolv common stock generally will not recognize any loss for U.S. federal income tax purposes upon receipt of shares of NHIC common stock but may recognize gain or loss for U.S. federal income tax purposes with respect to any cash received in lieu of fractional shares of Evolv common stock. The tax consequences of the transactions to each Evolv stockholder may depend

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on such holder’s particular facts and circumstances. Evolv stockholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances. For more information, see “Material Federal Income Tax Consequences” beginning on page 91.

Recommendations of the Board and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, NHIC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and the evaluation of materials provided by Evolv. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that NHIC stockholders vote:

•        FOR the Business Combination Proposal;

•        FOR the Charter Approval Proposal;

•        FOR the Stock Plan Proposal;

•        FOR the ESPP Proposal;

•        FOR the Nasdaq Proposal; and

•        FOR the Adjournment Proposal.

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 26 of this proxy statement. Some of these risks related to are summarized below. References in the summary below to “Evolv” generally refer to Evolv in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing NHIC’s, Evolv’s and/or the Combined Company’s business.

Risks Related to Evolv’s Business

•        Evolv is a company with a history of losses. It has not been profitable historically and may not achieve or maintain profitability in the future.

•        Evolv’s operating results may fluctuate for a variety of reasons, including its failure to close significant customer sales.

•        Evolv recognizes a substantial portion of its revenue ratably over the term of its agreements with customers and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results.

•        The AI-based touchless security screening market is new and evolving, and may not grow as expected or may develop more slowly or differently than Evolv expects. If the market does not grow as it expects, or if Evolv cannot expand its solutions to meet the demands of this market, its revenue may decline, fail to grow or fail to grow at an accelerated rate, and it may incur operating losses.

•        Forecasts of Evolv’s market and market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, there can be no assurance that its business will grow at similar rates, or at all.

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•        If Evolv is unable to acquire new customers, its future revenues and operating results will be harmed. Likewise, potential customer turnover in the future, or costs it incurs to retain its existing customers, could materially and adversely affect its financial performance.

•        Evolv’s forecasts assumed that there will be a significant market for its products outside the United States, where the ownership of privately owned firearms is significantly less prevalent. If Evolv is unable to acquire new customers outside the United States, its future revenues and operating results will be harmed.

•        If Evolv is unable to sell additional products to its customers and maintain and grow its customer retention rates, its future revenue and operating results will be harmed.

•        If Evolv’s products fail or are perceived to fail to detect threats such as a firearm or other potential weapon or explosive device, or if its products contain undetected errors or defects, these failures or errors could result in injury or loss of life, which could harm its brand and reputation and have an adverse effect on its business and results of operations.

Risks Related to Evolv’s and NHIC’s Business

•        Failure to comply with applicable anti-corruption legislation and other governmental laws and regulations could result in fines, criminal penalties and materially adversely affect its business, financial condition and results of operations.

•        The continuation or worsening of the COVID-19 pandemic, or other similar public health developments, could have an adverse effect on business, results of operations, and financial condition.

•        NHIC will be forced to liquidate the Trust Account if it cannot consummate a business combination by the date that is 24 months from the closing of the IPO, or August 4, 2022. In the event of a liquidation, NHIC’s public stockholders will receive $10.00 per share and the NHIC Warrants will expire worthless.

Risks Related to NHIC’s Business and the Business Combination

•        You must tender your shares of common stock in order to validly seek redemption at the Meeting of stockholders.

•        If third parties bring claims against NHIC, the proceeds held in trust could be reduced and the per-share liquidation price received by NHIC’s stockholders may be less than $10.00.

•        Any distributions received by NHIC stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, NHIC was unable to pay its debts as they fell due in the ordinary course of business.

•        If NHIC’s due diligence investigation of Evolv was inadequate, then stockholders of NHIC following the Business Combination could lose some or all of their investment.

Risks Related to the Combined Company’s Common Stock

•        The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

•        Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.

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SELECTED HISTORICAL FINANCIAL DATA OF NHIC

The following table contains selected historical financial data for NHIC as of and for the period from January 24, 2020 (inception) through December 31, 2020, the period from January 24, 2020 to March 31, 2020 and for the three months ended March 31, 2021. NHIC’s balance sheet data as of December 31, 2020 and statement of operations data for the period from January 24, 2020 (inception) through December 31, 2020 are derived from NHIC’s audited financial statements, as restated, included elsewhere in this registration statement, and such data for the period from January 24, 2020 to March 31, 2020, the three months ended March 31, 2021 and as of March 31, 2021 are derived from NHIC’s unaudited condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus.

The historical results of NHIC included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of NHIC. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NHIC” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

Three
Months
Ended
March 31,
2021

 

For the
Period from
January 24,
2020 to
March 31,
2020

 

For the
Period from
January 24,
2020
(inception)
through
December 31,
2020

Revenues

 

$

 

 

$

 

 

$

 

Loss from operations

 

 

(1,455,000

)

 

 

(2,000

)

 

 

(1,030,000

)

Income on Trust Account

 

 

19,000

 

 

 

 

 

 

79,000

 

Costs of issuance of public and private warrants

 

 

 

 

 

 

 

 

(390,000

)

Change in fair value of warrants

 

 

(2,646,000

)

 

 

 

 

 

(10,571,000

)

Provision for income taxes

 

 

 

 

 

 

 

 

 

Net loss

 

 

(4,082,000

)

 

 

(2,000

)

 

 

(11,912,000

)

Basic and diluted net income per share, Class A common stock

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding – basic and diluted, redeemable common stock

 

 

17,250,000

 

 

 

 

 

 

17,114,000

 

Basic and diluted net loss per share, Class B common stock

 

 

(0.95

)

 

 

 

 

 

(2.97

)

Weighted average shares outstanding – basic and diluted,
non-redeemable common stock

 

 

4,312,500

 

 

 

4,312,500

 

 

 

4,007,750

 

Balance Sheet Data:

 

As of
March 31, 2021

 

As of
December
31,
2020

Working capital

 

$

(704,000

)

 

$

752,000

Trust Account

 

 

172,598,000

 

 

 

172,579,000

Total assets

 

 

173,370,000

 

 

 

174,091,000

Total liabilities

 

 

31,679,000

 

 

 

28,317,000

Value of common stock subject to redemption

 

 

136,691,000

 

 

 

140,774,000

Stockholders’ equity

 

 

5,000,000

 

 

 

5,000,000

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF EVOLV

The following table contains selected historical consolidated financial data as of and for the years ended December 31, 2020 and 2019. Such data as of and for the years ended December 31, 2020 and 2019 have been derived from the audited financial statements of Evolv, which are included elsewhere in this proxy statement/prospectus. The summary consolidated statements of operations data for the three months ended March 31, 2021 and 2020, and the summary consolidated balance sheet data as of March 31, 2021 are derived from Evolv’s unaudited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The Evolv unaudited interim condensed consolidated financial statements were prepared on the same basis as its audited annual financial statements and include all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the financial information in those statements. The following summary consolidated financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere. The summary consolidated financial data in this section are not intended to replace our audited consolidated financial statements and unaudited condensed consolidated financial statements and related notes and are qualified in their entirety thereby. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Evolv’s historical results are not necessarily indicative of the results to be expected in the future or for any full year period. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Evolv,” and Evolv’s audited financial statements and notes thereto and unaudited interim consolidated financial statements included elsewhere in this proxy statement/prospectus.

 

For The
Three
 Months Ended
March
 31, 2021

 

For The
Three
 Months Ended
March
 31, 2020

 

Year Ended
December 31,

   

2019

 

2020

           

(in thousands, except per share data)

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

2,502

 

 

$

56

 

 

$

4,192

 

 

$

1,279

 

Subscription revenue

 

 

1,300

 

 

 

459

 

 

 

1,096

 

 

 

2,637

 

Service revenue

 

 

197

 

 

 

125

 

 

 

558

 

 

 

869

 

Total revenue

 

 

3,999

 

 

 

640

 

 

 

5,846

 

 

 

4,785

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

 

2,229

 

 

 

161

 

 

 

4,246

 

 

 

1,177

 

Cost of subscription revenue

 

 

595

 

 

 

338

 

 

 

530

 

 

 

1,824

 

Cost of service revenue

 

 

127

 

 

 

122

 

 

 

518

 

 

 

495

 

Total cost of revenue

 

 

2,951

 

 

 

621

 

 

 

5,294

 

 

 

3,496

 

Gross profit

 

 

1,048

 

 

 

19

 

 

 

552

 

 

 

1,289

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,612

 

 

 

3,594

 

 

 

8,496

 

 

 

15,710

 

Sales and marketing

 

 

3,684

 

 

 

2,182

 

 

 

6,589

 

 

 

7,365

 

General and administrative

 

 

2,899

 

 

 

630

 

 

 

3,866

 

 

 

5,110

 

Total operating expenses

 

 

10,195

 

 

 

6,406

 

 

 

18,951

 

 

 

28,185

 

Loss from operations

 

 

(9,147

)

 

 

(6,387

)

 

 

(18,399

)

 

 

(26,896

)

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,447

 

 

 

43

 

 

 

(779

)

 

 

(430

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

(679

)

 

 

(66

)

Change in fair value of derivative liability

 

 

1,425

 

 

 

 

 

 

 

 

 

 

Change in fair value of common stock warrant liability

 

 

736

 

 

 

 

 

 

 

 

 

 

Total other expense

 

 

4,608

 

 

 

43

 

 

 

(1,458

)

 

 

(496

)

Net loss and comprehensive loss attributable to common stockholders – basic and diluted

 

 

(13,755

)

 

 

(6,430

)

 

 

(19,857

)

 

 

(27,392

)

Net loss per share attributable to common stockholders – basic and diluted

 

$

(0.52

)

 

$

(0.27

)

 

$

(0.88

)

 

$

(1.16

)

Weighted average common shares outstanding – basic and diluted

 

 

26,433,739

 

 

 

23,414,746

 

 

 

22,655,763

 

 

 

23,625,483

 

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March 31,
2021

 

December 31,

   

2020

 

2019

       

(in thousands)

Total assets

 

$

46,830

 

$

21,355

 

$

24,400

Total liabilities

 

$

67,856

 

$

30,164

 

$

10,027

Total liabilities, convertible preferred stock and stockholders’ deficit

 

$

46,830

 

$

21,355

 

$

24,400

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TRADING MARKET AND DIVIDENDS

NHIC

Units, Common Stock, and Warrants

NHIC’s Units, common stock and Warrants are each quoted on the Nasdaq Stock Market, under the symbols “NHICU,” “NHIC” and “NHICW,” respectively. Each of NHIC’s Units consist of one NHIC common stock (Class A) and one-half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one share of NHIC common stock (Class A) at a price of $11.50 per share. The NHIC Units, common stock, and Warrants commenced separate trading on the Nasdaq Stock Market on or about September 22, 2020.

NHIC’s Dividend Policy

NHIC has not paid any cash dividends on its shares of common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon NHIC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s Board of Directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Evolv

Information regarding Evolv is not provided because there is no public market for Evolv’s common stock.

Combined Company

Dividend Policy

Following completion of the Merger, the Combined Company’s Board of Directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, we do not anticipate Combined Company’s Board of Directors declaring any dividends in the foreseeable future.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Business Combination. Risks related to Evolv, including risks related to Evolv’s business, financial position and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to Evolv’s Business

Evolv is a company with a history of losses. It has not been profitable historically and may not achieve or maintain profitability in the future.

Evolv is a company with a history of losses. Its ability to forecast its future operating results is subject to a number of uncertainties, including its ability to plan for and model future growth. Evolv has encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries. If their assumptions regarding these uncertainties, which they use to plan their business, are incorrect or change in reaction to changes in our markets, or if Evolv does not address these risks successfully, its operating and financial results could differ materially from expectations, its business could suffer and the trading price of the Combined Company’s stock may decline.

Evolv has incurred net losses in each year since inception, including net losses of $19.9 million in 2019, $27.4 million in 2020 and $13.8 million for the three months ended March 31, 2021. As of March 31, 2021, Evolv had an accumulated deficit of $107.6 million.

Evolv is not certain whether or when it will obtain a high enough volume of sales of our products to sustain or increase our growth or achieve or maintain profitability in the future. Evolv also expects its costs to increase in future periods, which could negatively affect its future operating results if its revenue does not increase. In particular, Evolv expects to continue to expend substantial financial and other resources on:

•        research and development related to its products, including investments in expanding its research and development team;

•        sales and marketing, including a significant expansion of its sales organization, both domestically and internationally;

•        continued expansion of its business into adjacent vertical and geographic markets; and

•        general administration expenses, including legal and accounting expenses related to being a public company.

These investments may not result in increased revenue or growth in its business. If Evolv is unable to increase its revenue at a rate sufficient to offset the expected increase in its costs, its business, financial position and results of operations will be harmed, and it may not be able to achieve or maintain profitability over the long term. Additionally, Evolv may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If its revenue growth does not meet its expectations in future periods, its financial performance may be harmed, and it may not be able to achieve or maintain profitability in the future.

Evolv’s operating results may fluctuate for a variety of reasons, including its failure to close significant customer sales.

A meaningful portion of Evolv’s revenue is generated by significant sales to new customers and sales of additional products to existing customers. Purchases of Evolv’s solutions often occur during the last month of each quarter. In addition, the sales cycle can last several months from initial engagement to contract negotiation, to delivery of its solution to its customers, and this sales cycle can be even longer, less predictable and more resource-intensive for larger sales. Customers may also require additional internal approvals or seek to test Evolv’s products for a longer trial period before deciding to purchase its solutions. As a result, the timing of individual sales can be difficult to predict. In some cases, sales have occurred in a quarter subsequent to when anticipated, or have not occurred at all, which can significantly impact Evolv’s quarterly financial results and make it more difficult to meet market expectations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Revenue Recognition.”

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In addition to the sales cycle-related fluctuations noted above, Evolv’s financial results, including its billings and deferred revenue, will continue to vary as a result of a number of factors, many of which are outside of its control and may be difficult to predict, including:

•        its ability to attract and retain new customers;

•        its ability to sell additional products to existing customers;

•        its ability to expand into adjacent and complementary markets;

•        changes in customer or reseller partner requirements or market needs;

•        changes in the growth rate of the next-generation touchless security screening market;

•        the timing and success of new product introductions by Evolv or its competitors, or any other change in the competitive landscape of the next-generation touchless security screening market, including consolidation among its customers or competitors;

•        a disruption in, or termination of, any of its relationships with reseller partners;

•        its ability to successfully expand its business globally;

•        reductions in customer retention rates;

•        changes in its pricing policies or those of its competitors;

•        general economic conditions in its markets;

•        future accounting pronouncements or changes in its accounting policies or practices;

•        the amount and timing of its operating costs, including cost of goods sold;

•        the impact of the COVID-19 pandemic on its existing and new customers;

•        increases or decreases in its revenue and expenses caused by fluctuations in foreign currency exchange rates.

Any of the above factors, individually or in the aggregate, may result in significant fluctuations in its financial and other operating results from period to period. These fluctuations could result in its failure to meet its operating plan or the expectations of investors or analysts for any period. If Evolv fails to meet such expectations for these or other reasons, the trading price of the Combined Company’s common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

Evolv recognizes a substantial portion of its revenue ratably over the term of its agreements with customers and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results.

Evolv recognizes a substantial portion of its revenue ratably over the terms of its agreements with customers, which generally occurs over a four-year period. As a result, a substantial portion of the revenue that it reports in each period will be derived from the recognition of deferred revenue relating to agreements entered into during previous periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in its revenue results for that period. This decline, however, will negatively affect its revenue in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of its products, and potential changes in its rate of renewals may not be fully reflected in its results of operations until future periods. Its model also makes it difficult for us to rapidly increase its revenue through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.

Evolv also intends to increase its investment in research and development, sales and marketing and general and administrative functions and other areas to grow its business. These costs are generally expensed as incurred (with the exception of sales commissions), as compared to its revenue, a substantial portion of which is recognized ratably in future periods. Evolv is likely to recognize the costs associated with these increased investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than it expects, which could adversely affect its operating results.