The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the condensed 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 Form 10-Q 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 Form 10-Q, 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




We are 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
intend to effectuate our Initial Business Combination 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;

? 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;






                                       15

? 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 March 31, 2021, we had approximately $579,000 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 - COVID-19





The COVID-19 pandemic has resulted in a widespread health crisis that has
adversely affected the economies and financial markets worldwide. The business
of any potential target business with which we consummate a business combination
could be materially and adversely affected. Furthermore, we may be unable to
complete a business combination if continued concerns relating to COVID-19
restrict travel, limit the ability to have meetings with potential investors or
the target company's personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to
which COVID-19 impacts our ability to consummate a business combination will
depend on future developments, which are highly uncertain and cannot be
predicted, including new information which may emerge concerning the severity of
COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 or other matters of global concern continue
for an extended period of time, our ability to consummate a business
combination, or the operations of a target business with which we ultimately
consummate a business combination, may be materially adversely affected,
however, the specific impact is not readily determinable as of the date of

this
report.

Recent Developments - Merger Agreement





On March 5, 2021, NewHold Investment Corp., (the "Company"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
NHIC Sub Inc., a Delaware corporation and a wholly owned subsidiary of the
Company ("Merger Sub"), and Evolv Technologies, Inc. dba Evolv Technology, Inc.,
a Delaware corporation ("Evolv"). Pursuant to the terms of the Merger Agreement,
a business combination between the Company and Evolv will be effected through
the merger of Merger Sub with and into Evolv, with Evolv surviving the merger as
a wholly owned subsidiary of the Company (the "Merger"). The Board of Directors
of the Company (the "Board") has unanimously (i) approved and declared advisable
the Merger Agreement, the Merger and the other transactions contemplated thereby
and (ii) resolved to recommend approval of the Merger Agreement and related
matters by the stockholders of the Company.

Evolv is engaged in the business of providing artificial intelligence touchless security screening. Evolv is based in Waltham, Massachusetts.





More complete information about the Merger Agreement and related Support
Agreement, Amended and Restated Insider Letter Agreement, form of Subscription
Agreement and Stockholder Agreement are filed with the Current Report on Form
8-K filed on March 8, 2021.

Results of Operations and Known Trends or Future Events


For the period from January 24, 2020 (date of inception) to March 31, 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.



                                       16






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 for
administrative services. Our costs in the three months ended March 31, 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 $85,000 for the three
months ended March 31, 2021. Costs associated with professional, due diligence
and consulting fees related to our review of business combination candidates
were approximately $1,155,000 for the three months ended March 31, 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.



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. The Company's U.S. treasury
bills yield approximately 0.1% on a yearly basis. Interest on the Trust Account
was approximately $19,000 for the three months ended March 31, 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 financial statements, the
Company accounts for its outstanding public and private warrants as components
as derivative liabilities in the accompanying unaudited condensed 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. The statement of operations for the
three months ended March 31, 2021 reflects other expense from change in fair
value of the warrant liability of approximately $2,646,000.

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 March 31, 2021, we had
approximately $579,000 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 three months ended March 31, 2021, cash used in operating activities was
approximately $749,000. Net loss of approximately $4,082,000 was affected by
other expense for the change in the fair value of the warrant liability of
$2,646,000 as well as income earned on investments held in the Trust Account of
approximately $19,000. Changes in operating assets and liabilities provided
approximately $706,000 of cash for operating activities.



                                       17

The Company believes that it has sufficient working capital available to it at March 31, 2021 to fund its operations for at least 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.

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.





Contractual obligations



At March 31, 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.

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:



                                       18





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.



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 March
31, 2021 and December 31 2020, 13,669,161 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.



                                       19





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 months ended March 31, 2021 and for the
period from January 24, 2020 (date of inception) to March 31, 2021:



                                                                                     For the Period
                                                                                          From
                                                                                      January 24,
                                                                                          2020
                                                                                        (date of
                                                                 Three months        inception) to
                                                                Ended March 31,        March 31,
                                                                     2021                 2020

Net income available to Class A common stockholders: Interest income

                                                $          19,000     $            -
Less: Income and franchise taxes                                         (19,000 )                -
Net income attributable to Class A common stockholders         $               -     $            -

Net income available to Class B common stockholders: Net loss

$      (4,082,000 )   $       (2,000 )
Less: amount attributable to Class A common stockholders                       -                  -

Net (loss) attributable to Class B common stockholders $ (4,082,000 ) $ (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 months ended March 31, 2021 and the period from January 24, 2020 (date of
inception) to March 31, 2020, the Company recorded income tax expense of
approximately $-0- in both periods, respectively, related to interest income
earned on the Trust Account net of taxes. The Company's effective tax rate for
the three months ended March 31, 2021 and the period from January 24, 2020 (date
of inception) to March 31, 2020 was approximately -0 -% in both periods 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 costs or credits which may not be deductible and the low level
of interest income. At March 31, 2021 and December 31, 2020, the Company has a
deferred tax asset of approximately $550,000 and $200,000, respectively,
primarily related to start-up and Business Combination costs. Management has
determined that a full valuation allowance of the deferred tax asset is
appropriate at this time.



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 March 31, 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 March 31, 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.



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.



                                       20





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.

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