Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on
? Outstanding Evolv restricted stock units will be converted into NewHold
restricted stock units and the right to receive a portion of the Earn-Out
Shares. This will result in the issuance of 279,643 restricted stock units at
closing of the transactions contemplated by the Merger Agreement that would
not have previously been issued.
? The recipients of the Earn-Out Shares were revised to expressly include
holders of restricted stock units and Unvested Finback Warrants (as defined in
the Amendment) (with the total number of
? The initial share reserve under the equity incentive plan to be put into place
at closing was reduced to approximately 9.53% of NewHold's outstanding common
stock on a fully-diluted basis, from 10.0%.
The foregoing summary is qualified in its entirety by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Important Information for Investors and Stockholders
This document relates 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 filed a registration statement on Form S-4 with the
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
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 when available. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1 First Amendment to Agreement and Plan of Merger dated as ofJune 5, 2021 , by and amongNewHold Investment Corp. ,NHIC Sub Inc. andEvolv Technologies, Inc. 1
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