Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
13 April 2021 - 10:54PM
Edgar (US Regulatory)
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.
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 has filed a registration statement on Form S-4 with the SEC,
which includes a document that will serve 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.
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.
NewHold Investment Corpo... (NASDAQ:NHICU)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
NewHold Investment Corpo... (NASDAQ:NHICU)
Historical Stock Chart
Von Jul 2023 bis Jul 2024