Filed by NewHold Investment Corp.
Pursuant to Rule 425 under the Securities Act
of 1933 and
Rule 14a-12 under the Securities Exchange Act
of 1934
Commission File No. 001-39417
Subject Company: Evolv Technologies, Inc.
EMAIL SUBJECT: Evolv Plans to Go Public on NASDAQ!
***Please keep this memo confidential***
Dear Valued Evolv Partners,
We are excited to announce a remarkable milestone for Evolv
as we plan to go public and list our stock on NASDAQ. This milestone will be accomplished through a merger with an already publicly
traded special purpose acquisition company (SPAC), NewHold Investment Corp. (“NewHold”) (NASDAQ: NHIC).
We will continue to operate under the Evolv name and there will
be no substantive changes to our team or how we do business. We are thrilled to be partnering with NewHold. As NHIC is already
listed on NASDAQ, Evolv will become a public company when the deal is complete, trading on NASDAQ under the new ticker symbol EVLV.
The boards of directors of both Evolv and NHIC have unanimously approved the proposed transaction, which is expected to be completed
in Q2 of 2021.
There is work to be done in order to close this transaction.
But once the merger is closed, it will deliver significant financial resources to accelerate our strategic growth plans. With the
proceeds we are raising from this transaction, we will be armed with the capital necessary to accelerate and build upon our leadership
position, transforming the physical security world to improve the safety and well-being of our customers and their visitors, employees
and students all over the world.
As we enter this new chapter, there are some rules we must
all follow. The SEC has strict guidelines governing publicity. To avoid delays or any other repercussions the SEC might impose
if we do not adhere to these rules, we must avoid speaking publicly about this process and our business metrics and financials.
Accordingly, we ask that you refrain from making statements about our company or the proposed transaction in open forums (e.g.,
online, to friends, on Facebook, Twitter, LinkedIn, via email, to existing or prospective clients, to the press, etc.).
If you are asked about the prospects of Evolv going public,
our company’s fundamentals or any details about your partnership with Evolv, we would ask you to decline offering any comments.
Should you receive any press inquiries, please forward details
of the inquiry to Dana Loof - 415.244.7863 or dloof@evolvtechnology.com - who can help handle media requests appropriately during
this sensitive time. Understanding that communications are highly regulated through this process, please know that we will continue
to share updates with you as we have more to report.
It is an exciting time for all of us at Evolv and we want to
take this moment to thank you for your partnership and support toward helping us achieve our company vision and business objectives.
We look forward to continuing our work together in this next phase of our business evolution, as we help our customers open safely
and provide a better security experience for their visitors, employees and students.
Thank you for all that you do for Evolv.
Peter, AJ and Neil
Forward-Looking Statements
This document contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between NewHold Investment
Corp. (“NewHold”) and Evolv Technologies, Inc. (“Evolv”). These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including
but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect
the price of NewHold’s securities, (iii) the failure to satisfy the conditions to the consummation of the transaction, including
the adoption of the Agreement and Plan of Merger, dated as of March 5, 2021 (the “Merger Agreement”), by and among
NewHold, Evolv and NHIC Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of NewHold, by the stockholders
of NewHold, the satisfaction of the minimum trust account amount following redemptions by NewHold’s public stockholders and
the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of
the announcement or pendency of the transaction on Evolv Aviation’s business relationships, operating results and business
generally, (viii) risks that the proposed transaction disrupts current plans and operations of Evolv and potential difficulties
in Evolv employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against
Evolv or against NewHold related to the Merger Agreement or the transaction, (x) the ability to maintain the listing of NewHold’s
securities on a national securities exchange, (xi) the price of NewHold’s securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated industries in which NewHold plans to operate or Evolv operates,
variations in operating performance across competitors, changes in laws and regulations affecting NewHold’s or Evolv’s
business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and
a changing regulatory landscape in Evolv’s highly competitive industry. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of NewHold’s registration on Form S-1 (File No. 333-239822), the registration statement on Form S-4 discussed above
and other documents filed by NewHold from time to time with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and except as required by law NewHold and Evolv assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise. Neither NewHold nor Evolv gives any assurance
that either NewHold or Evolv or the combined company will achieve its expectations.
Any financial projections in this communication
are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies,
many of which are beyond NewHold’s and Evolv’s control. While all projections are necessarily speculative, NewHold
and Evolv believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty
the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results
are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties
that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that NewHold and Evolv, or their representatives, considered or consider
the projections to be a reliable prediction of future events.
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 intends to
file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement
of NewHold, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all NewHold stockholders.
NewHold also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors
and security holders of NewHold are urged to read the registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because
they will contain important information about the proposed transaction.
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 SEC by NewHold through the website maintained by the SEC at www.sec.gov. Alternatively, these documents,
when available, can be obtained free of charge from NewHold upon written request to NewHold Investment Corp., c/o NewHold Enterprises,
LLC, 52 Vanderbilt Avenue, Suite 2005, New York, New York 10017, Attn: Charlie Baynes-Reid, or by calling (212) 653-0153, or by
email at info@newholdllc.com.
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.
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