The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the condensed
consolidated financial statements and the notes thereto contained elsewhere in
this report.

Special Note Regarding Forward-Looking Statements



All statements other than statements of historical fact included in this section
and elsewhere in this Report regarding the Company's financial position,
business strategy and the plans and objectives of management for future
operations, are forward-looking statements. When used in this Report, words such
as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC.

Overview



As of June 30, 2021 we were a blank check company incorporated on January 24,
2020 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses (the "Initial Business
Combination"). We completed our Initial Business Combination on July 16, 2021
(as further discussed below) using cash from the proceeds of our initial public
offering that was completed in August 2020 (the "Public Offering") and the sale
of warrants in a private placement (the "Private Placement") that occurred
simultaneously with the completion of the Public Offering (the "Private
Placement Warrants"), our capital stock, debt or a combination of cash, stock
and debt.

The issuance of additional shares of our stock in an Initial Business Combination:

? may significantly dilute the equity interest of our stockholders;

? may subordinate the rights of holders of our common stock if preferred stock is

issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common

? stock is issued, which may affect, among other things, our ability to use our

net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by

? diluting the stock ownership or voting rights of a person seeking to obtain

control of us; and

? may adversely affect prevailing market prices for our Class A common stock

and/or warrants.

Similarly, if we issue debt securities or incur other indebtedness to finance our Initial Business Combination, it could result in:

? default and foreclosure on our assets if our operating revenues after an

Initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all

? principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the


   debt security is payable on demand;


                                       18

  Table of Contents

our inability to obtain necessary additional financing if the debt security or

? other indebtedness contains covenants restricting our ability to obtain such

financing while the debt security or other indebtedness is outstanding;

? our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on

? our debt, which will reduce the funds available for dividends on our common

stock if declared, or limit our ability to pay expenses, make capital

expenditures and acquisitions and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and


   competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital

? expenditures, acquisitions, debt service requirements, execution of our

strategy and other purposes and;

? other disadvantages compared to our competitors who have less debt.

At June 30, 2021, we had approximately $181,000 in cash outside of the Trust Account. We expect to incur significant costs in the pursuit of an Initial Business Combination and we cannot assure you that our plans to complete an Initial Business Combination will be successful.

Recent Developments - Merger Agreement


On July 16, 2021, subsequent to the fiscal quarter ended June 30, 2021, the
fiscal quarter to which this Report relates, we consummated the business
combination, or the Business Combination, contemplated by the Agreement and Plan
of Merger, dated March 5, 2021, with NHIC Sub Inc. ("Merger Sub"), a
wholly-owned subsidiary of NewHold Investment Corp. ("NHIC"), a special purpose
acquisition company, which is our predecessor, and Evolv Technologies, Inc. dba
Evolv Technology, Inc. ("Legacy Evolv"), as amended by that certain First
Amendment to Agreement and Plan of Merger dated June 5, 2021 by and among NHIC,
Merger Sub and Legacy Evolv (the "Amendment" and as amended, the "Merger
Agreement"). Pursuant to the Merger Agreement, Merger Sub was merged with and
into Legacy Evolv, with Legacy Evolv surviving the merger as a wholly-owned
subsidiary of NHIC. Upon the closing of the Business Combination, NHIC changed
its name to Evolv Technologies Holdings, Inc. with its Class A common stock
continuing to be listed on Nasdaq under the ticker symbol "EVLV," its warrants
continuing to be listed on Nasdaq under the symbol "EVLVW" and its units
continuing to be listed on Nasdaq under the symbol "EVLVU." Evolv Technologies
Holding, Inc. became the successor entity to NHIC pursuant to Rule 12g-3(a)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

As used in this Report, unless otherwise indicated or the context otherwise
requires, references to "we," "us," "our," the "company" and "Evolv" refer to
the consolidated operations of Evolv Technologies Holdings, Inc. and its
subsidiaries. References to "NHIC" refer to the company prior to the
consummation of the Business Combination and references to "Legacy Evolv" refer
to Evolv Technologies, Inc. dba Evolv Technology, Inc. prior to the consummation
of the Business Combination.

Upon the closing of the Business Combination, NHIC changed its name to Evolv
Technologies Holdings, Inc. and the officers of NewHold Investments Corp
resigned and the officers of Evolv became the officers of the Company. Evolv is
engaged in the business of providing artificial intelligence touchless security
screening. Evolv is based in Waltham, Massachusetts.

See the Prospectus, dated June 28, 2021 and our Form 8-K filed with the SEC on
June 28, 2021 and July 22, 2021, respectively, for additional information about
the Merger Agreement.

                                       19

  Table of Contents

Except as otherwise expressly provided herein, the information in this Report does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.

Recent Developments - COVID-19


Management continues to evaluate the impact of the COVID-19 pandemic on the
industry and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company's financial position, results of its
operations and/or search for a target company and/or a target company's
financial position and results of its operations, the specific impact is not
readily determinable as of the date of these financial statements.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Results of Operations and Known Trends or Future Events



For the period from January 24, 2020 (date of inception) to June 30, 2021 our
activities consisted of formation and preparation for the Public Offering and,
subsequent to the Public Offering, identifying and completing a suitable Initial
Business Combination. As such, we had no operations or significant operating
expenses until August 2020.

Our normal operating costs include costs associated with our search for an
Initial Business Combination, costs associated with our governance and public
reporting and state franchise taxes expected to total approximately $17,000 per
month (see below), a charge of $15,000 per month from our Sponsor (see Note 1 to
condensed consolidated financial statements) for administrative services. Our
costs in the three and six months ended June 30, 2021 also include the costs of
our public reporting, governance and related costs, subsequent to the Public
Offering as well as professional and consulting fees and travel associated with
evaluating various Initial Business Combination candidates. Costs associated
with our governance and public reporting have increased since the Public
Offering and were approximately $129,000 and $178,000, respectively, for the
three and six months ended June 30, 2021. Costs associated with professional,
due diligence and consulting fees related to our review of business combination
candidates were approximately $6,360,000 and $7,539,000, respectively, for the
three and six months ended June 30, 2021. As we identify Initial Business
Combination candidates, our costs are expected to increase significantly in
connection with negotiating and executing a definitive agreement and related
agreements as well as additional professional, due diligence and consulting fees
and travel costs that will be required in connection with an Initial Business
Combination. We expect our costs to increase significantly in connection with
negotiating and executing a merger agreement and related agreements as well as
additional professional, due diligence and consulting fees and travel costs that
will be required in connection with an Initial Business Combination. Costs to
adjust our warrant liabilities to market value at each reporting period were
approximately $959,000 and $3,605,000, respectively, for the three and six
months ended June 30, 2021.

Since our operating costs are not expected to be deductible for federal income
tax purposes, we are subject to federal income taxes on the income from the
Trust Account less taxes. However, we are permitted to withdraw interest earned
from the Trust Account for the payment of taxes.

Our Public Offering and Private Placement closed in August 2020 as more fully
described in "Liquidity and Capital Resources" below. The proceeds in the Trust
Account were initially invested in a money market fund that invests solely in
direct U.S. government obligations meeting the applicable conditions of Rule
2a-7 of the Investment Company Act of 1940. In August 2020, the money market
fund was largely liquidated and the trust assets were invested in U.S.
government treasury bills which matured in February 2021 and were replaced with
U.S. government treasury bills maturing in May 2021. In May 2021, the proceeds
from the maturity of the U.S. government treasury bills were invested in a money
market fund meeting the conditions previously described. The Company's U.S.
treasury bills yield approximately 0.1% on a yearly basis. Interest on the Trust
Account was approximately $10,000 and $29,000, respectively, for the three and
six months ended June 30, 2021. At the interest rate earned on the current
portfolio in the trust account, it is unlikely that the income on the trust
assets will be sufficient to fund the tax and working capital payments that are
permitted to be withdrawn from the trust.

As discussed further in Note 6 to the condensed consolidated financial
statements, the Company accounts for its outstanding public and private warrants
as components as derivative liabilities in the accompanying unaudited condensed
consolidated financial statements. As a result, the Company is required to
measure the fair value of the public and private warrants at the end of each
reporting period and recognize changes in the fair value from the prior period
in the Company's operating results for each current period.

                                       20

Table of Contents

Liquidity and Capital Resources



In August 2020, we consummated the Public Offering of an aggregate of 17,250,000
Units (including the full exercise of the underwriters' overallotment option) at
a price of $10.00 per unit generating gross proceeds of approximately
$172,500,000 before underwriting discounts and expenses. Simultaneously with the
consummation of the Public Offering, we consummated the Private Placement of
5,700,000 Private Placement Warrants, each exercisable to purchase one share of
our Class A common stock at $11.50 per share, to the Sponsor and the Anchor
Investor, at a price of $1.00 per Private Placement Warrant, generating gross
proceeds, before expenses, of approximately $5,700,000.

The net proceeds from the Public Offering and Private Placement was
approximately $174,256,000, net of the non-deferred portion of the underwriting
commissions of $3,450,000 and offering costs and other expenses of approximately
$494,000. $172,500,000 of the proceeds of the Public Offering and the Private
Placement have been deposited in the Trust Account and are not available to us
for operations (except for withdrawal of interest amounts, if available, to pay
taxes and $250,000 per year in working capital). At June 30, 2021, we had
approximately $181,000 of cash available outside of the Trust Account to fund
our activities until we consummate an Initial Business Combination. In addition,
we are permitted to withdraw cash from interest earned on the trust account for
payment of taxes and for up to $250,000 of working capital.

Until the consummation of the Public Offering, the Company's only sources of
liquidity were an initial purchase of shares of our common stock for
approximately $30,000 by the Sponsor and the Anchor Investor, and a total of
$47,000 loaned by the Sponsor against the issuance of an unsecured promissory
note (the "Note"). The Note was non-interest bearing and was paid in full on
August 2020 in connection with the closing of the Public Offering.

For the six months ended June 30, 2021, cash used in operating activities was
approximately $1,147,000. Net loss of approximately $11,708,000 was affected by
other expense for the change in the fair value of the warrant liability of
$3,605,000 as well as income earned on investments held in the Trust Account of
approximately $29,000. Changes in operating assets and liabilities provided
approximately $6,985,000 of cash for operating activities. For the period from
January 24, 2020 (inception) to June 30, 2020, the Company's cash needs were
funded primarily with $25,000 contributed by the initial shareholders in
connection with their purchase of Class B common stock and $25,000 borrowed from
the Sponsor under a note that was paid at the closing of the Company's Public
Offering in January 2021.

For the period from January 24, 2020 to June 30, 2020, our activities were funded primarily by (a) $25,000 investment in our Class B common stock by our initial shareholders and (b) $25,000 in loans from our Sponser.


The Company believes that it has sufficient working capital available to it at
June 30, 2021 to fund its operations at least until it completes its Business
Combination or for the next twelve months.

The Company has until August 4, 2022 to complete an Initial Business
Combination. If the Company does not complete an Initial Business Combination by
August 4, 2022, the Company will (i) cease all operations except for the
purposes of winding up; (ii) as promptly as reasonably possible, but not more
than ten business days thereafter, redeem the public shares for a per share
price equal to a pro rata portion of the Trust Account, including interest, but
less taxes payable (and less up to $100,000 of interest to pay dissolution
expenses) and (iii) as promptly as reasonably possible following such
redemption, dissolve and liquidate the balance of the Company's net assets to
its creditors and remaining stockholders, as part of its plan of dissolution and
liquidation. The initial stockholders have waived their redemption rights with
respect to their founder shares; however, if the initial stockholders or any of
their affiliates acquire shares of Class A common stock in or after the Public
Offering, they will be entitled to a pro rata share of the Trust Account upon
the Company's redemption or liquidation in the event the Company does not
complete an Initial Business Combination within the required time period.

In the event of such liquidation, it is possible that the per share value of the
residual assets remaining available for distribution (including Trust Account
assets) will be less than the price per unit in the Public Offering. At the
interest rate earned on the current portfolio in the trust account, it is
unlikely that the income on the trust assets will be sufficient to fund the tax
and working capital payments that are permitted from the trust.

As discussed in Recent Developments - Merger Agreement, on July 16, 2021 the Company's Initial Business Combination was consummated.



                                       21

Table of Contents

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.

As discussed in Recent Developments - Merger Agreement, on July 16, 2021 the Company's Initial Business Combination was consummated.

Contractual obligations



At June 30, 2021, we did not have any long-term debt, capital lease obligations,
operating lease obligations or long-term liabilities. In connection with the
Public Offering, we entered into an Administrative Support Agreement with an
affiliate of our Sponsor, pursuant to which the Company pays that affiliate
$15,000 per month for office space, utilities and secretarial and administrative
support.

Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying or accruing these monthly fees.



In connection with identifying an Initial Business Combination candidate, the
Company expects to enter into engagement letters or agreements with various
consultants, advisors, professionals and others in connection with an Initial
Business Combination. The services under these engagement letters and agreements
are likely to be material in amount and in some instances include contingent or
success fees. Contingent or success fees (but not deferred underwriting
compensation) would be charged to operations in the quarter that an Initial
Business Combination is consummated. In most instances (except with respect to
our independent registered public accounting firm), these engagement letters and
agreements are expected to specifically provide that such counterparties waive
their rights to seek repayment from the funds in the Trust Account.

As discussed in Recent Developments - Merger Agreement, on July 16, 2021 the Company's Initial Business Combination was consummated.

Critical Accounting Policies



The preparation of financial statements and related disclosures in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. The Company has identified the following as its critical accounting
policies:

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can
elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such an
election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when an accounting standard is
issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company's financial statements with
another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in
accounting standards used.

                                       22

  Table of Contents

Deferred Offering Costs:

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC
Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering". Costs
incurred in connection with preparation for the Offering were approximately
$9,981,000 including underwriters' discount paid and deferred of $9,488,000.
Such costs were allocated among the equity and warrant liability components
based on the relative fair value of the warrants and approximately $9,596,000
has been charged to equity for the equity components and approximately $390,000
has been charged to other expense for the warrant liability components upon
completion of the Public Offering.

Redeemable Common Stock:


As discussed in Note 3, all of the 17,250,000 public shares sold as part of
Units in the Public Offering contain a redemption feature which allows for the
redemption of public shares if the Company holds a stockholder vote or there is
a tender offer for shares in connection with a Business Combination. In
accordance with FASB ASC 480, redemption provisions not solely within the
control of the Company require the security to be classified outside of
permanent equity. Ordinary liquidation events, which involve the redemption and
liquidation of all of the entity's equity instruments, are excluded from the
provisions of FASB ASC 480. Although the Company did not specify a maximum
redemption threshold, its charter provides that in no event will it redeem its
public shares in an amount that would cause its net tangible assets
(stockholders' equity) to be less than $5,000,001 upon the closing of a Business
Combination.

The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the securities at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock
are affected by adjustments to additional paid-in capital. Accordingly, at June
30, 2021 and December 31 2020, 12,906,585 and 14,077,350 shares, respectively,
of the 17,250,000 public shares were classified outside of permanent equity.

Net Income (Loss) per Share



Net income (loss) per common share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding for the period. The Company has not considered the
effect of the warrants sold in the Public Offering and Private Placement to
purchase an aggregate of 14,325,000 shares of Class A common stock in the
calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive under the treasury stock method. As a result, diluted income
(loss) per common share is the same as basic loss per common share for the

period.

                                       23

  Table of Contents

The Company's statement of operations includes a presentation of income (loss)
per share for common stock subject to redemption in a manner similar to the
two-class method of income (loss) per share. Net income (loss) per share, basic
and diluted for Class A common stock is calculated by dividing the interest
income earned on the funds in the Trust Account, net of income tax expense and
franchise tax expense, by the weighted average number of shares of Class A
common stock outstanding since their original issuance. Net income (loss) per
common share, basic and diluted, for shares of Class B common stock is
calculated by dividing the net income (loss), less income attributable to Class
A common stock, by the weighted average number of shares of Class B common stock
outstanding for the period. Net income (loss) available to each class of common
stockholders is as follows for the three and six months ended June 30, 2021 and
for the three months ended June 30, 2020 and for period from January 24, 2020
(date of inception) to June 30, 2020:


                                                                 For the Period                         For the Period
                                                                  From January                           From January
                                               Three months      24, 2020 (date        Six months       24, 2020 (date
                                                   Ended        of

inception) to Ended of inception) to


                                                 June 30,           June 30,            June 30,           June 30,
                                                   2021               2020                2021               2020

Net income available to Class A common
stockholders:
Interest income                                $       9,000    $               -    $       28,000    $               -
Less: Income and franchise taxes                     (9,000)                    -          (28,000)                    -
Net income attributable to Class A common
stockholders                                   $           -    $               -    $            -    $               -

Net income available to Class B common
stockholders:
Net loss                                       $ (7,626,000)    $         (2,000)    $ (11,708,000)    $         (2,000)
Less: amount attributable to Class A common
stockholders                                               -                    -                 -                    -
Net (loss) attributable to Class B common
stockholders                                   $ (7,626,000)    $         (2,000)    $ (11,708,000)    $         (2,000)




Income Taxes:

The Company follows the asset and liability method of accounting for income
taxes under FASB ASC, 740, "Income Taxes." Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that included the
enactment date. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

The Company's currently taxable income consists of interest income on the Trust
Account net of taxes. The Company's general and administrative costs are
generally considered start-up costs and are not currently deductible. During the
three and six months ended June 30, 2021 and the three months ended June 30,
2021 and the period from January 24, 2020 (date of inception) to June 30, 2021,
the Company recorded income tax expense of approximately $0 and $0,
respectively, related to interest income earned on the Trust Account net of
taxes. The Company's effective tax rate for the three and six months ended June
30, 2021 and the three months ended June 30, 2021 and the period from January
24, 2020 (date of inception) to June 30, 2021 was approximately -0 -% and -0 -%,
and -0-% and -0-%, respectively, which differs from the expected income tax rate
due to the start-up costs (discussed above) which are not currently deductible
as well as business combination and warrant liability charges or credits which
may not be deductible, and the low level of interest income. At June 30, 2021
and December 31, 2020, the Company has a deferred tax asset of approximately
$575,000 and $200,000, respectively.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of June 30, 2021. The
Company recognizes accrued interest and penalties related to unrecognized tax
benefits as income tax expense. No amounts were accrued for the payment of
interest and penalties at June 30, 2021. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or
material deviation from its position. The Company is subject to income tax
examinations by major taxing authorities since inception.

                                       24

  Table of Contents

Warrant Liability

The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance FASB ASC 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own shares, among other conditions for
equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the
warrants are required to be recorded as liabilities at their initial fair value
on the date of issuance, and at fair value in each balance sheet date
thereafter. Changes in the estimated fair value of the warrants are recognized
as a non-cash gain or loss on the statements of operations. Costs associated
with issuing the warrants accounted for as liabilities are charged to operations
when the warrants are issued. The fair value of the public warrants and the
private placement warrants were initially estimated using a Monte Carlo
simulation approach. Following the separate trading of the Company's common
stock and public warrants, the private placement warrants fair values were
estimated using a Black-Scholes-Merton approach.

© Edgar Online, source Glimpses