Item 1.01. Entry into a Material Definitive Agreement.

As disclosed under the sections entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 58 of the proxy statement/prospectus (the "Proxy Statement/Prospectus") filed with the Securities and Exchange Commission (the "SEC") on June 28, 2021 by NHIC, NHIC entered into an Agreement and Plan of Merger, dated March 5, 2021, with NHIC Sub Inc., a wholly-owned subsidiary of NHIC ("Merger Sub"), 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 (the "Business Combination" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). The foregoing description of the Merger Agreement and the Amendment is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the Amendment, which are attached as Exhibits 2.1 and 2.2, respectively, to this Report.

On July 15, 2021, NHIC held a special meeting of stockholders (the "Special Meeting"), at which the NHIC stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions and matters contemplated by the Merger Agreement and related agreements as described in the Proxy Statement/Prospectus.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on July 16, 2021 (the "Closing Date"), the Transactions were consummated (the "Closing").

Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described above, on July 15, 2021, NHIC held the Special Meeting, at which the NHIC stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Transactions. On July 16, 2021, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from NewHold Investment Corp. to Evolv Technologies Holdings, Inc.

Holders of 8,755,987 shares of NHIC's Class A common stock sold in its initial public offering (the "public shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from NHIC's initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $87,564,196.77 in the aggregate.

As a result of the Business Combination, each share of Legacy Evolv preferred stock and common stock was converted into the right to receive approximately 0.378 shares of the Company's Class A common stock.





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Additionally, the 4,312,500 shares of NHIC Class B common stock held by NewHold Industrial Technology Holdings LLC (the "Sponsor"), automatically converted to 4,312,500 shares of the Company's Class A common stock.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the "Subscription Agreements"), certain investors agreed to subscribe for an aggregate of 30,000,000 newly-issued shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $300,000,000 (the "PIPE Investment"). At the Closing, the Company consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment there are currently 142,260,102 shares of the Company's Class A common stock issued and outstanding.

The Company's Class A common stock and warrants commenced trading on the Nasdaq Stock Market ("Nasdaq") under the symbols "EVLV" and "EVLVW," respectively, on July 19, 2021, subject to ongoing review of the Company's satisfaction of all listing criteria following the Business Combination.

As noted above, an aggregate of $87,564,196.77 was paid from the Company's trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $85,033,803.23 million remained in the trust account. The . . .

Item 3.02. Unregistered Sales of Equity Securities.

At the Closing, the Company consummated the PIPE Investment. Additionally, the 4,312,500 shares of NHIC's Class B common stock held by the Sponsor automatically converted to shares of Class A common stock as of the Closing. The disclosure under Item 2.01 of this Report is incorporated into this Item 3.02 by reference.

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

In addition, at the Closing, each issued and outstanding convertible promissory note of Evolv (collectively, the "2021 Evolv Convertible Notes") automatically converted into shares of Legacy Evolv common stock and, in connection therewith, holders of the 2021 Evolv Convertible Notes received an aggregate of 1,000,000 additional shares of NHIC Class A common stock as further consideration for the conversion of the 2021 Evolv Convertible Notes consistent with the terms thereof.





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Item 3.03. Material Modification to Rights of Security Holders

The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

On July 16, 2021, WithumSmith+Brown PC ("Withum"), NHIC's independent registered public accounting firm prior to the Business Combination, was dismissed as NHIC's independent registered public accounting firm, which dismissal will become effective following the completion of NHIC's review of the quarter ended June 30, 2021, which consists only of the accounts of the pre-Business Combination special purpose acquisition company, NHIC.

Withum's report on NHIC's financial statements as of December 31, 2020, the related statements of operations, changes in stockholders' equity and cash flows for the period from January 24, 2020 (inception) through December 31, 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from January 24, 2020 (inception) through December 31, 2020 and the subsequent period through July 16, 2021, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum's satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K other than as described immediately below.

On April 12, 2021, the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPAC's"), the "Statement." In the Statement, the SEC indicates its view that certain terms of the warrants issued in connection with a SPAC Initial Public Offering ("Public Warrants") and private placement warrants typically issued by a SPAC ("Private Warrants") call for such warrants to be accounted for as liabilities and not as equity. The Company has recorded such warrants as equity. This determination (liability vs. equity) has caused the Company to restate previously issued financial statements that showed the warrants as equity. Therefore, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2021, December 31, 2020 and September 30, 2020, due to a material weakness in the Company's internal control over financial reporting related to a lack of an effectively designed control over the evaluation of settlement features used to determine the classification of warrant instruments. The need to restate financial statements in this instance constitutes a material weakness in internal control.

In light of this material weakness at March 31, 2021, December 31, 2020 and September 30, 2020, the Company modified its procedures to include employing consultants on valuation and specialized knowledge on warrant accounting and the Company performed additional analysis as deemed necessary to ensure that its financial statements at March 31, 2021 were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that . . .

Item 5.01. Changes in Control of the Registrant.

The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.




Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

The information set forth above in the sections titled "Directors and Officers," "Executive Compensation," "Certain Relationships and Related Transactions" and "Indemnification of Directors and Officers" in Item 2.01 to this Report is incorporated herein by reference.





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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


             Year.

On July 16, 2021, in connection with the consummation of the Transactions, the Company amended and restated its bylaws (as amended, the "A&R Bylaws") prior to the closing and amended and restated its certificate of incorporation effective as of the Closing (as amended, the "A&R Charter").

Copies of the A&R Charter and the A&R Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.

The material terms of each of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Prospectus under the sections titled "Proposal No. 2-The Charter Approval Proposal" and "Comparison of Stockholders' Rights" beginning on pages 79 and 180 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 58 thereof, which is incorporated herein by reference.




Item 8.01. Other Events.

On July 19, 2021, the parties issued a joint press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statement and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Legacy Evolv for the years ended December 31, 2020 and 2019 are included in the Proxy Statement/Prospectus beginning on page F-40 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Legacy Evolv for the three months ended March 31, 2021 and 2020 are included in the Proxy Statement/Prospectus beginning on page F-22 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2020 and the three months ended March 31, 2021 is filed as Exhibit 99.2 and is incorporated herein by reference.





(d) Exhibits.



                                                          Incorporated by Reference
Exhibit
 Number                  Description                    Form    Exhibit   Filing Date
  2.1*     Agreement and Plan of Merger, dated as of     8-K      2.1        3/8/21
         March 5, 2021, by and among the NHIC, Merger
         Sub and Legacy Evolv.
  2.2      First Amendment to Agreement and Plan of
         Merger dated June 5, 2021, by and among the
         Company, Merger Sub and Legacy Evolv.
  3.1      Amended and Restated Certificate of
         Incorporation.
  3.2      Amended and Restated By-Laws.
  4.1      Specimen Class A Common Stock                S-4/A     4.4        6/9/21
         Certificate.
  4.2      Specimen Warrant Certificate.                S-1/A     4.3       7/27/20




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   4.3      Warrant Agreement, dated July 30, 2020,    S-1/A      4.4      7/27/20
          by and between NHIC and Continental Stock
          Transfer & Trust Company, as warrant
          agent.
  10.1      Letter Agreement, dated July 30, 2020,     S-1/A     10.1      7/27/20
          by and among NHIC, its officers, its
          directors and NewHold Industrial
          Technology Holdings LLC.
  10.2      Investment Management Trust Agreement,     S-1/A     10.3      7/27/20
          dated July 30, 2020, by and between
          Continental Stock Transfer & Trust Company
          and NewHold.
  10.3      Registration Rights Agreement, dated       S-1/A     10.4      7/27/20
          July 30, 2020, by and among NHIC and
          certain stockholders.
  10.4      Promissory Note, dated July 30, 2020,      S-1/A     10.2      7/27/20
          issued to NewHold Industrial Technology
          Holdings LLC.
  10.5      Administrative Support Agreement, dated    S-1/A     10.8      7/27/20
          July 30, 2020, by and between the
          Registrant and NewHold Enterprises LLC.
  10.6      Subscription Agreement, dated July 30,     S-1/A     10.8      7/27/20
          2020, by and among the Registrant, NewHold
          Industrial Technology Holdings LLC and
          each of the Anchor Investors.
  10.7      Form of Indemnity Agreement of NHIC.       S-1/A     10.7      7/27/20
  10.8      Sponsor Support Agreement, dated March      8-K      10.1      3/8/21
          5, 2021, by and among NHIC and the
          Sponsor.
  10.9      Letter Agreement, dated March 5, 2021,      8-K      10.2      3/8/21
          by and among NewHold Industrial Technology
          Holdings LLC, Legacy Evolv, NHIC and
          certain other parties thereto.
  10.10     Form of Indemnification Agreement.         S-4/A     10.10     6/9/21
  10.11     Amended and Restated Executive             S-4/A     10.11     6/9/21
          Employment Agreement between Legacy Evolv
          and Peter George.
  10.12     Executive Employment Agreement between     S-4/A     10.12     6/9/21
          Legacy Evolv and Anil R. Chitkara.
  10.13     Executive Employment Agreement between     S-4/A     10.13     6/9/21
          Legacy Evolv and Peter Faubert.
  10.14     Form of 2021 Evolv Technologies            S-4/A     10.14     6/9/21
          Holdings, Inc. Incentive Award Plan.
  10.15     Form of 2021 Evolv Technologies            S-4/A     10.15     6/9/21
          Holdings, Inc. Employee Stock Purchase
          Plan.
  10.16     Form of Amended and Restated
          Registration Rights Agreement by and among
          NHIC, Evolv and certain stockholders.
  16.1      Letter from WithumSmith+Brown PC to the
          U.S. Securities and Exchange Commission
          dated July 21, 2021.
  21.1      Subsidiaries of the Company.
  99.1      Press release dated July 19, 2021.
  99.2      Unaudited pro forma condensed combined
          financial information of the Company for
          the year ended December 31, 2020 and the
          three months ended March 31, 2021.

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.





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