Evolv Technologies, Inc. entered into a letter of intent to acquire NewHold Investment Corp. (NasdaqCM:NHIC) from NewHold Enterprises LLC, Magnetar Financial LLC, UBS O'Connor LLC, Mint Tower Capital Management B.V. and others in a reverse merger transaction on January 28, 2021. Evolv Technologies, Inc. entered into a definitive merger agreement to acquire NewHold Investment Corp. in a reverse merger transaction on March 5, 2021. Immediately prior to the effective time of the Merger, each share of Evolv Common Stock 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, each Evolv Preferred Stock shall be converted into shares of the common stock of Evolv (the “Evolv Common Stock”) at the then-applicable conversion rates, each issued and outstanding convertible promissory note of Evolv will be automatically converted into shares of Evolv Common Stock in accordance with the then-applicable conversion rates, 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, while the portion that is unvested shall be automatically converted into a warrant to purchase shares of the Class A common stock of NewHold and 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. The combined company is expected to have approximately $470 million in gross proceeds, comprised of $172.5 million of cash held in trust from NewHold Investment Corp. and an upsized $300 million fully committed common stock private investment. Evolv's existing stockholders will own approximately 72% of the fully diluted shares of common stock of the combined company immediately following the closing of the business combination. All current Evolv stockholders, including Bill Gates, Lux Capital, General Catalyst, DCVC, SineWave Ventures, Motorola Solutions, STANLEY Ventures, and Finback Investment Partners, will retain their equity holdings through closing. The transaction will be funded with a combination of Newhold cash held with trust account, Newhold common stock and proceeds from the PIPE. Following the merger, NewHold will be renamed to Evolv Technologies Holdings, Inc. and will remain listed on the NASDAQ exchange under the new symbol “EVLV.”. Following the closing of the transaction, the combined company will be led by Chief Executive Officer Peter George. Kevin Charlton, Chief Executive Officer of NewHold and Neil Glat, board member of NewHold, will join Evolv's Board of Directors alongside Evolv's Chief Executive Officer Peter George, Evolv Co-Founder Mike Ellenbogen, Chairman Alan Cohen of DCVC, David Orfao of General Catalyst, Bilal Zuberi of Lux Capital, an executive from Motorola Solutions, Merline Saintil and Mark Sullivan.

The transaction is subject to the satisfaction of customary closing conditions, including SEC review, the approval of NewHold and Evolv stockholders, all waiting periods applicable to the consummation of the transactions under the HSR Act shall have expired or been earlier terminated, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act., NewHold shall have at least $5,000,001 of net tangible assets, approval of the Convertible Notes Conversion, obtained the consent to or approval of the Evolv Warrant Settlement and Evolv shall have obtained the consent of J.P. Morgan Chase Bank, N.A. to the transactions, or waiver by JPM of certain Credit Agreement, dated as of December 3, 2020, by and between Evolv and JPM. The transaction has been unanimously approved by the Board of Directors of both NewHold and Evolv. As of June 9, 2021, Registration Statement on Form S-4 has been filed with the Securities and Exchange Commission by NewHold Investment Corp. The registration statement on Form S-4 relating to the merger of NewHold and Evolv has been declared effective by the U.S. Securities and Exchange Commission as of June 25, 2021. As of July 15, 2021, NewHold Investment shareholders approved the transaction. The transaction is expected to close in in the second quarter of 2021. The transaction is expected to close shortly after the second quarter of 2021. NewHold shareholders will meet on July 15, 2021 to decide whether to approve the deal, which would close shortly afterward. As of July 15, 2021, the transaction is expected to close on July 16, 2021.

Cowen Inc. acted as sole financial and capital markets advisor and Ryan J. Maierson, Stephen W. Ranere, Peter Todaro, Joseph Simei, Lisa Watts, Jennifer Pepin, Sarah Gagan and Daniel Hoffman of Latham & Watkins LLP acted as legal advisors to Evolv. Stifel acted as sole financial and capital markets advisor and Lloyd L. Rothenberg of Loeb & Loeb LLP acted as legal advisor to NewHold. Continental Stock Transfer & Trust Company is acting as transfer agent to NewHold. Andrea Merediz Basham of Freshfields Bruckhaus Deringer LLP represented Stanley Black & Decker Inc. (SWK) as a stockholder of Evolv Technology Inc. Morrow Sodali LLC acted as proxy solicitor and got $30,000. Tim Wilson, Mark Watson, Jon Mollenhauer and Seth Rosenfield of BeckWay, McKinsey, Loeb, Grant Thornton, and Michael Korniczky acted as advisors for NewHold.

Evolv Technologies, Inc. completed the acquisition of NewHold Investment Corp. (NasdaqCM:NHIC) from NewHold Enterprises LLC, Magnetar Financial LLC, UBS O'Connor LLC, Mint Tower Capital Management B.V. and others in a reverse merger transaction on July 16, 2021.