Current Report Filing (8-k)
12 Mai 2021 - 10:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
May
11, 2021
Date
of Report (Date of earliest event reported)
NewHold
Investment Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-39417
|
|
84-4473840
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
|
12141
Wickchester Ln., Suite 325
Houston,
TX
|
|
77079
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 653-0153
N/A
|
(Former
name, former address and former fiscal year, if changed since last report)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities
Act
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
|
☐
|
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act
|
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A Common Stock
|
NHIC
|
The Nasdaq Stock Market LLC
|
Warrants
|
NHICW
|
The Nasdaq Stock Market LLC
|
Units
|
NHICU
|
The Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance
on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange
Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants
issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants
Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically,
the SEC Statement focused on certain settlement terms and provisions, which terms are similar to those contained in the warrant agreement,
dated as of July 30, 2020, between NewHold Investment Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the
Company reevaluated the accounting treatment of the warrants (the “Public Warrants”) that were included in the units
issued by the Company in its initial public offering and the related over-allotment option (the “IPO”) and (ii) the
warrants (together with the Public Warrants, the “Warrants”) that were issued to the Company’s sponsor and certain
other investors in a private placement that closed concurrently with the closing of the IPO and the related exercise of the over-allotment
option, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period
reported in earnings. The Company had previously recorded such warrants as equity. While the Company has not generated any operating
revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest,
the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s statement of operations.
On
May 11, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”)
concluded that, in light of the SEC Statement and the valuation report it received from an outside consulting firm regarding the Warrants,
(i) certain items on the Company’s previously issued audited balance sheet dated as of August 4, 2020 and its pro forma balance
sheet as of August 4, 2020, which were related to its IPO, (ii) the Company’s financial statements as of an for the period ended
September 30, 2020 and (ii) the Company’s previously issued audited financial statements as of and for the period ended December
31, 2020 (the “Relevant Periods”) included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report.
The Company will file an amendment to the Annual Report, which will include the restated audited financial statements as of and for the
period ended December 31, 2020. The financial statements for all other Relevant Periods will be superseded by the amended financial statements.
Going
forward, unless we amend the terms of the Warrant Agreement, we expect to continue to classify the Warrants as liabilities, which would
require us to incur the cost of measuring the fair value of the Warrants, and which may have an adverse effect on our results of operations.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
May 12, 2021
|
|
|
|
NEWHOLD
INVESTMENT CORP.
|
|
|
|
By:
|
/s/
Kevin M. Charlton
|
|
Name:
|
Kevin
M. Charlton
|
|
Title:
|
Chief
Executive Officer
|
|
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