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.
Evolv Technology to Present at Upcoming Investor
Conferences
New York, NY & Waltham, MA. -- NewHold Investment Corp.,
(NASDAQ: NHIC) and Evolv Technology (“Evolv”), the leader in AI touchless screening, today announced their scheduled virtual
participation in three upcoming investor conferences:
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Cowen 49th Annual Technology, Media & Telecom Conference – Peter George, CEO
of Evolv, and Peter Faubert, CFO of Evolv, are scheduled to participate with a virtual fireside chat on Thursday, June 3, 2021 at 9:50
AM ET.
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Cowen Sustainability & Energy Transition Summit – Peter George and Peter Faubert are
scheduled to participate with a virtual fireside chat on Wednesday, June 9, 2021 at 2:30 PM ET.
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Stifel Cross Sector Insight Conference – Peter George and Peter Faubert are scheduled to
participate with a presentation on Thursday, June 10, 2021 at 8:40 AM ET.
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A live webcast, as well as the replay, of these
presentations will be accessible from the Investors section of the NewHold website at https://nhicspac.com/investors/.
In March 2021, Evolv entered into a definitive agreement for a business
combination with NewHold Investment Corp. (NASDAQ: NHIC) in a transaction that would result in Evolv becoming a U.S. publicly listed entity.
The transaction is expected to close just after the second quarter of 2021, subject to satisfaction
of customary closing conditions. For more information visit nhicspac.com.
About Evolv Technology
Evolv Technology is the world’s leading provider of AI touchless
security screening systems that enhance safety without sacrificing the visitor, student and employee experience. Built on top of its Evolv
Cortex AI™ software platform, the company provides an array of AI touchless screening technologies for weapons detection,
identity verification and health-related threats.
Led by a team of security industry leaders with a track record for
delivering first-to-market products, Evolv’s investors include Finback Investment Partners, DCVC, General Catalyst Partners, Lux
Capital, SineWave Ventures, Motorola Solutions and STANLEY Ventures. The company’s partners include Motorola Solutions, STANLEY
Security and Johnson Controls. Evolv Express® has earned industry accolades such as the 2020 Edison Awards™, two Campus
Safety 2020 BEST Awards, Campus Security & Life Safety magazine’s Secure Campus 2020 Awards and Best Places to Work
by Inc. Magazine and Built in Boston.
In March 2021, Evolv entered into a definitive agreement for a business
combination with NewHold Investment Corp. (NASDAQ: NHIC) in a transaction that would result in Evolv becoming a U.S. publicly listed entity.
The transaction is expected to close shortly after the second quarter of 2021, subject to
satisfaction of customary closing conditions. For more information visit nhicspac.com.
Evolv Technology, Evolv Express®, and Evolv Cortex AI™
are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions.
For more information, visit https://evolvtechnology.com.
About NewHold Investment Corp.
NewHold Investment Corp. is a blank check company
formed in 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. While the Company may pursue a business combination target in any business or industry,
it focuses on identifying businesses in the industrial technology sector. For more information visit https://nhicspac.com.
Media Contacts:
For Evolv Technology:
Investor Contact:
Michael Bowen and Ryan Gardella
EvolvIR@icrinc.com
Media Contact:
Jed Hamilton
EvolvPR@icrinc.com
For NewHold Investment Corp.:
Investor & Media Contact:
Amanda Tarplin
amanda@tarplinconsulting.com
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.
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