References in this report to "we," "us" or the "Company" refer to NewHold
Investment Corp. II. References to our "management" or our "management team"
refer to our officers and directors and references to the "Sponsor" refer to
NewHold Industrial Technology Holdings LLC II, a Delaware limited liability
company. 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 Quarterly Report on 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
Quarterly Report on 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 February 25, 2021 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 October 2021 (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"), shares issued to the owners of the
target, debt issued to bank or other lenders or the owners of the target, or a
combination of the foregoing.



We have not selected any specific business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any business combination target. However, our management team
had been actively in discussions with potential business combination partners in
their capacity as officers of NewHold Investment Corp. ("NHIC I"), which
completed its business combination with Evolv Technologies, Inc., a company
specializing in artificial intelligence enabled touchless security screening, on
July 19, 2021. Our management team may pursue business combination partners that
had previously been in discussions with NHIC I's management team.



                                       17




The issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:

? may significantly dilute the equity interest of investors in this offering,

which dilution would increase if the anti-dilution provisions in the Class B

common stock resulted in the issuance of Class A shares on a greater than

one-to-one basis upon conversion of the Class B common stock;

? 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 otherwise incur significant debt to bank or other lenders or the owners of a target, 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

contains covenants restricting our ability to obtain such financing while the

debt security 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, 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;






                                       18




? 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, and execution of our


   strategy; and




? other purposes and other disadvantages compared to our competitors who have


   less debt.




As indicated in the accompanying financial statements, at June 30, 2022, we had
approximately $1,162,000 in cash, current liabilities of approximately $187,000
and a loss from operations for the six months ended June 30, 2022 of
approximately $878,000. 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.



Results of Operations and Known Trends or Future Events





We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities from February 25, 2021 (inception) to June 30, 2022
were organizational activities, those necessary to prepare for the Public
Offering and, after the Public Offering, efforts to identify a target company
for a business combination. We do not expect to generate any operating revenues
until after the completion of our Initial Business Combination. We generate
non-operating income in the form of interest income on cash and investments held
after the Public Offering. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.



For the three months ended June 30, 2021 and for the period from February 25,
2021 (inception) through June 30, 2021, we had a net loss of approximately $-0-
and $2,000, respectively, which resulted entirely from formation costs.



For the three and six months ended June 30, 2022 we had a loss from operations
of approximately $349,000 and $878,000, respectively, consisting primarily of
our costs associated with maintaining our status as a public reporting company
as well as approximately $96,000 and $281,000 of consulting and travel costs
associated with our search for a business combination partner, approximately
$75,000 and $150,000, respectively, in administrative charges from our Sponsor
and approximately $20,000 and $70,000, respectively, in franchise taxes. For the
three and six months ended June 30, 2022, the Company had non-operating income
from investments in the Trust Account of approximately $304,000 and $372,000,
respectively.


After Public Offering, we are incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Liquidity and Capital Resources





In October 2021, we consummated the Public Offering of an aggregate of
19,490,000 Units (including the partial exercise of the underwriters'
overallotment option) at a price of $10.00 per unit generating gross proceeds of
approximately $194,900,000 before underwriting discounts and expenses.
Simultaneously with the consummation of the Public Offering, we consummated the
Private Placement of 9,254,705 Private Placement Warrants, each exercisable to
purchase one share of our Class A common stock at $11.50 per share, to the
Sponsor and certain funds and accounts managed by Magnetar Financial LLC, UBS
O'Connor LLC, and Kepos Capital, L.P., at a price of $1.00 per Private Placement
Warrant, generating gross proceeds, before expenses, of approximately
$9,254,705.



The net proceeds from the Public Offering and Private Placement were
approximately $199,622,000, net of the non-deferred portion of the underwriting
commissions of $3,898,000 and offering costs and other expenses of approximately
$635,000. $196,849,000 of the proceeds of the Public Offering and the Private
Placement have been deposited into a trust account, with Continental Stock
Transfer & Trust Company acting as trustee (the "Trust Account"), and are not
available to us for operations (except amounts to pay taxes).



                                       19




For the period from February 25, 2021 (inception) through June 30, 2021, there was no net cash used in operating or investing activities and approximately $25,000 generated from financing activities.

In the six months ended June 30, 2022, the Company used approximately $854,000 of cash in operations and raised approximately $44,000 from withdrawals of interest income from the Trust Account to pay taxes.


We intend to use substantially all of the funds held in the Trust account,
including any amounts representing interest earned on the Trust Account (less
taxes payable and deferred underwriting commissions), to complete our Initial
Business Combination. We may withdraw interest income (if any) to pay income
taxes, if any. Our annual income tax obligations will depend on the amount of
interest and other income earned on the amounts held in the Trust Account. We do
not expect the interest income earned on the amount in the Trust Account (if
any) will be sufficient to pay our income and franchise taxes. To the extent
that our equity or debt is used, in whole or in part, as consideration to
complete our Initial Business Combination, the remaining proceeds held in the
Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth
strategies.



We expect to account for all of the Class A common stock issued in our Public
Offering as redeemable stock and not permanent equity and so we expect to report
negative stockholders' equity.



Subsequent to our Public Offering and prior to the completion of our Initial
Business Combination, we currently have available to us approximately $1,162,000
of proceeds held outside the Trust Account for working capital at June 30, 2022.
We will use these funds primarily to identify and evaluate target businesses,
perform business due diligence on prospective target businesses, travel to and
from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, structure, negotiate and complete a
business combination, and to pay taxes to the extent the interest earned on the
Trust Account is not sufficient to pay our taxes.



Liquidity and Going Concern



In connection with the Company's assessment of going concern considerations in
accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," as of June 30, 2022, management has
determined that the Company's current liquidity is sufficient to fund the
working capital needs of the Company until one year from the date of issuance of
these financial statements. However, if the Company cannot complete a Business
Combination prior to April 25, 2023 (or October 25, 2023 if certain conditions
are met), it could be forced to wind up its operations and liquidate unless it
receives an extension approval from its shareholders. This condition raises
substantial doubt about the Company's ability to continue as a going concern for
a period of time within one year after the date that the financial statements
are issued. The Company's plan to deal with this uncertainty to complete a
Business Combination prior to January 14, 2023. There is no assurance that the
Company's plans to consummate a Business Combination will be successful or
successful within the Combination Period. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



We do not believe we will need to raise additional funds following our Public
Offering in order to meet the expenditures required for operating our business.
However, if our estimates of the costs of identifying a target business,
undertaking in-depth due diligence and negotiating an initial business
combination are less than the actual amount necessary to do so, we may have
insufficient funds available to operate our business prior to our initial
business combination. Moreover, we may need to obtain additional financing
either to complete our Initial Business Combination or because we become
obligated to redeem a significant number of our public shares upon completion of
our Initial Business Combination, in which case we may issue additional
securities or incur debt in connection with such business combination.



Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

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.





                                       20





Contractual Obligations



In March 2021, our Sponsor agreed to loan us up to $300,000 to be used for a
portion of the expenses of the Public Offering pursuant to a promissory note.
Prior to the Public Offering we had borrowed approximately $85,000 under the
promissory note. The note was non-interest bearing, unsecured and payable
promptly after the earlier of the date on which the Company consummates an
initial public offering or the date on which the Company determines not to
conduct an initial public offering of its securities. On October 25, 2021, the
Company repaid the outstanding balance under the promissory note and the Note is
no longer available to the Company.



Critical Accounting Estimates and Policies





The preparation of financial statements and related disclosures in conformity
with U.S. 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. We have identified the following as our critical accounting estimates
and 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.



Net Loss Per Common Share:



The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." Net income or loss per common share is computed
by dividing net income or loss applicable to common shareholders by the weighted
average number of common shares outstanding during the period plus, to the
extent dilutive, the incremental number of common shares to settle warrants, as
calculated using the treasury stock method.



The Company has not considered the effect of the warrants sold in the Public
Offering and Private Placement to purchase an aggregate of 18,999,705 Class A
common shares 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 income (loss) per
common share for the period presented.



The Company has two classes of shares, which are referred to as Class A common
shares and Class B common shares. Income and losses are shared pro rata among
the two classes of shares. Net income (loss) per common share is calculated by
dividing the net income (loss) by the weighted average number of common shares
outstanding during the respective period.



                                       21





The following table reflects the net loss per share for the three months ended
June 30, 2022 after allocating income between the shares based on outstanding
shares.



                                                  For the three months ended          For the six months ended
                                                         June 30, 2022                      June 30, 2022
                                                    Class A           Class B          Class A          Class B
Numerator:
Allocation of net income (loss)                 $       (60,000 )   $   (15,000 )   $    (429,000 )   $  (107,000 )
Denominator:
Weighted average shares outstanding                  19,490,000       

4,872,500 19,490,000 4,872,500 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 )






The Company did not have two classes of stock outstanding during the periods
ended June 30, 2021 and therefore net loss of approximately $-0- and $2,000,
respectively, in the three months ended June 30, 2022 and the period from
February 25, 2021 (inception) to June 30 2021 was allocated 100% to Class B
shareholders, net of shares that were subject to forfeiture, leading to net loss
per share in that period of $0.00 and $0.00 respectively. The weighted average
number of class B common shares outstanding for the three months ended June 30,
2021 and for the period from February 25, 2021 (inception) to June 30, 2021

was
4,375,000 in both periods.



Accounting for Warrants:



The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the instruments'
specific terms and applicable authoritative guidance in Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the instruments are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the
requirements for equity classification under ASC 815, including whether the
instruments are indexed to the Company's own common shares and whether the
instrument holders could potentially require "net cash settlement" in a
circumstance outside of the Company's control, 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 instruments are outstanding.



Management has concluded that the Public Warrants and Private Warrants issued in
connection with the Public Offering in October 2021, pursuant to the warrant
agreement, qualify for equity accounting treatment.



Cash and Cash Equivalents:



The Company considers all highly liquid instruments with original maturities of
three months or less when acquired, to be cash equivalents. The Company had no
cash equivalents at June 30, 2022 or December 31, 2021.



Concentration of Credit Risk:



Financial instruments that potentially subject the Company to concentrations of
credit risk consist of cash accounts in a financial institution, which at times,
may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The
Company has not experienced losses on these accounts and management believes the
Company is not exposed to significant risks on such accounts.



Financial Instruments:


The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature.





                                       22





Use of Estimates:



The preparation of financial statements in conformity with U.S. GAAP requires
the Company's management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods presented.



Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed as of June 30, 2022 or December
31, 2021, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, the
actual results could differ significantly from those estimates.



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 Public Offering totaled
approximately $19,374,000 including Company costs of approximately $635,000
together with $10,720,000 of underwriters' discount and approximately $8,019,000
in fair value over cost of Sponsor shares forfeited and purchased by anchor
investors in connection with their investment in the Company. Such costs have
been allocated to the redeemable Class A common stock subject to redemption
issued upon completion of the Public Offering. None of the Public Warrants or
Private Placement Warrants are classified as liabilities and so there is no
charge to operations for costs related to their issuance.



Class A Common Stock Subject to Possible Redemption:





All of the 19,490,000 shares of Class A common stock sold as part of of a Unit
in the Public Offering discussed in Note 3 contain a redemption feature which
allows for the redemption of common shares under the Company's liquidation or
tender offer/stockholder approval provisions. 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 articles of
association provide that in no event will it redeem its Public Shares in an
amount that would cause its net tangible assets (tangible assets less intangible
assets and liabilities) to be less than $5,000,001. However, because all of the
shares of Class A common stock are redeemable, all of the shares will be
recorded as Class A common stock subject to redemption on the Company's
condensed balance sheets.



The Company recognizes changes 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 Class A common stock are
affected by adjustments to additional paid-in capital. Accordingly, at December
31, 2021, all of the 19,490,000 Public Shares were classified outside of
permanent equity. Class A common stock subject to redemption consist of:



Gross proceeds of Public Offering                       $ 194,900,000
Less: Offering costs                                      (32,347,000 )

Plus: Accretion of carrying value to redemption value 34,296,000 Class A common shares subject to redemption

$ 196,849,000




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.



                                       23





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, 2022 the Company recorded income tax expense
of approximately $30,000 and $30,000, respectively, representing the tax on
interest income after deducting franchise taxes. For the three months ended June
30, 2021 and for the period from February 25, 2021 (inception) to June 30, 2021
there was no taxable interest income and therefore no income tax. The Company's
effective tax rate for three and six months ended June 30, 2022 was negative due
to start-up costs (discussed above) which are not currently deductible and
business combination costs which may not be deductible. For the three months
ended June 30, 2021 and the period from February 25, 2021 (inception) to June
30, 2021 the Company's effective tax rate was zero in both periods because there
was no taxable interest income and therefore no tax provision. At June 30, 2022,
the Company had deferred tax assets of approximately $180,000 primarily related
to start-up 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 June 30, 2022 and
December 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 June 30, 2022 or December 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. The Company's management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months.

© Edgar Online, source Glimpses