NewHold Investment Corp. (NASDAQ: NHIC, “NewHold”), a
publicly-traded special purpose acquisition company, and Evolv
Technologies, Inc. (“Evolv Technology” or “Evolv”), the leader
in AI touchless security screening, today announced that NewHold’s
registration statement on Form S-4 (File No. 333-255017), relating
to the previously announced merger of NewHold and Evolv (the
“Business Combination”) has been declared effective by the U.S.
Securities and Exchange Commission as of June 25, 2021. NewHold
also announced that it will hold the extraordinary general meeting
of stockholders (the “Special Meeting”) on July 15, 2021 at 8:00 AM
ET to, among other things, allow its stockholders to vote to
approve the proposed Business Combination with Evolv. The Special
Meeting will be completely virtual and conducted via live webcast
please visit nhicspac.com/proxyvote for more information.
Stockholders of record of NewHold common stock as of the close
of business on the record date of June 10, 2021 may vote at or
before the Special Meeting.
If the proposals at the Special Meeting are approved, the
parties anticipate that the Business Combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions. Upon the closing of the Business
Combination, the parties expect that the combined company will
operate as Evolv Technologies Holdings, Inc., and that the shares
of common stock and the warrants of the combined company are
expected to be listed on The Nasdaq Stock Market LLC under the
symbols “EVLV” and “EVLVW,” respectively.
NewHold stockholders who need assistance voting, have questions
regarding the Special Meeting, or would like to request documents
may contact NewHold Investment Corp, 52 Vanderbilt Avenue, Suite
2005, New York, New York 10017, by telephone at (212) 653-0153, or
by email at info@nhicspac.com., or NewHold’s Proxy Solicitor Morrow
Sodali LLC at nhic.info@investor.morrowsodali.com.
About Evolv Technology
Evolv Technology is the world’s leading provider of AI touchless
security screening systems that enhance safety without sacrificing
the visitor, student and employee experience. Built on top of its
Evolv Cortex AI™ software platform, the company provides an array
of AI touchless screening technologies for weapons detection,
identity verification and health-related threats. Led by a team of
security industry leaders with a track record for delivering
first-to-market products, Evolv’s investors include Florida
Governor Jeb Bush’s firm, Finback Investment Partners, DCVC,
General Catalyst Partners, Lux Capital, SineWave Ventures, Motorola
Solutions and STANLEY Ventures. The company’s strategic channel
partners include Motorola Solutions, STANLEY Security and Johnson
Controls. Evolv Express® has earned industry accolades such as the
2020 Edison Awards™, two Campus Safety 2020 BEST Awards, Campus
Security & Life Safety magazine’s Secure Campus 2020 Awards and
Best Places to Work by Inc. Magazine and Built in Boston.
In March 2021, Evolv entered into a definitive agreement for a
business combination with NewHold Investment Corp. (NASDAQ: NHIC)
in a transaction that would result in Evolv becoming a U.S.
publicly listed entity. The transaction is expected to close
shortly after the second quarter of 2021, subject to satisfaction
of customary closing conditions. For more information visit
https://nhicspac.com.
Evolv Technology, Evolv Express®, Evolv Insights™, and Evolv
Cortex AI™ are registered trademarks or trademarks of Evolv
Technologies, Inc. in the United States and other
jurisdictions.
For more information, visit https://evolvtechnology.com.
About NewHold Investment Corp.
NewHold Investment Corp. is a blank check company formed in 2020
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. While the Company
may pursue a business combination target in any business or
industry, it focuses on identifying businesses in the industrial
technology sector. For more information visit
https://nhicspac.com.
IMPORTANT LEGAL INFORMATION
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between NewHold Investment Corp. (“NewHold”)
and Evolv Technologies, Inc. (“Evolv”). These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of NewHold’s securities, (iii) the failure to satisfy the
conditions to the consummation of the transaction, including the
adoption of the Agreement and Plan of Merger, dated as of March 5,
2021 (the “Merger Agreement”), by and among NewHold, Evolv and NHIC
Merger Sub Inc., a Delaware corporation and a direct wholly owned
subsidiary of NewHold, by the stockholders of NewHold, the
satisfaction of the minimum trust account amount following
redemptions by NewHold’s public stockholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
transaction, (v) the inability to complete the PIPE investment in
connection with the transaction, (vi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Evolv Aviation’s
business relationships, operating results and business generally,
(viii) risks that the proposed transaction disrupts current plans
and operations of Evolv and potential difficulties in Evolv
employee retention as a result of the transaction, (ix) the outcome
of any legal proceedings that may be instituted against Evolv or
against NewHold related to the Merger Agreement or the transaction,
(x) the ability to maintain the listing of NewHold’s securities on
a national securities exchange, (xi) the price of NewHold’s
securities may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which
NewHold plans to operate or Evolv operates, variations in operating
performance across competitors, changes in laws and regulations
affecting NewHold’s or Evolv’s business and changes in the combined
capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
transaction, and identify and realize additional opportunities, and
(xiii) the risk of downturns and a changing regulatory landscape in
Evolv’s highly competitive industry. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
“Risk Factors” section of NewHold’s registration on Form S-1 (File
No. 333-239822), the registration statement on Form S-4 discussed
above and other documents filed by NewHold from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and except as required by law NewHold
and Evolv assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither NewHold nor Evolv
gives any assurance that either NewHold or Evolv or the combined
company will achieve its expectations.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond NewHold’s and Evolv’s control. While all
projections are necessarily speculative, NewHold and Evolv believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that NewHold
and Evolv, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination discussed herein. This press
release also shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Important Information for Investors and Stockholders
This document describes to a proposed transaction between
NewHold and Evolv. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. NewHold has filed a
registration statement on Form S-4 with the SEC, which includes a
document that serves as a prospectus and proxy statement of
NewHold, referred to as a proxy statement/prospectus. When final, a
proxy statement/prospectus will be sent to all NewHold
stockholders. NewHold also will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of NewHold are urged to
read the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by NewHold through the website
maintained by the SEC at www.sec.gov. Alternatively, these
documents, when available, can be obtained free of charge from
NewHold upon written request to NewHold Investment Corp., c/o
NewHold Enterprises, LLC, 52 Vanderbilt Avenue, Suite 2005, New
York, New York 10017, Attn: Charlie Baynes-Reid, or by calling
(212) 653-0153, or by email at info@newholdllc.com.
Participants in the Solicitation
NewHold and Evolv and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from NewHold’s stockholders in connection with the proposed
transaction. A list of the names of the directors and executive
officers of NewHold and information regarding their interests in
the business combination will be contained in the proxy
statement/prospectus. You may obtain free copies of these documents
as described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005713/en/
For Evolv Technology:
Investor Contact: Michael Bowen and Ryan Gardella
EvolvIR@icrinc.com
Media Contact: Jed Hamilton EvolvPR@icrinc.com
For NewHold Investment Corp.:
Investor & Media Contact: Amanda Tarplin
amanda@tarplinconsulting.com
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