Current Report Filing (8-k)
09 Juni 2021 - 10:04PM
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
June
5, 2021
Date
of Report (Date of earliest event reported)
NewHold
Investment Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-39417
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84-4473840
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(State or other jurisdiction
of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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12141
Wickchester Ln., Suite 325
Houston,
TX
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77029
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 653-0153
950
McCarty Street, Building A
Houston,
TX
(Former
name or former address, 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:
☒
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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NHIC
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The Nasdaq Stock Market LLC
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Warrants
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NHICW
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The Nasdaq Stock Market LLC
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Units
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NHICU
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The Nasdaq Stock Market LLC
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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 1.01 Entry into a Material Definitive Agreement
As
previously disclosed, on March 5, 2021, NewHold Investment Corp., a Delaware corporation (“NewHold”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) by and among NewHold, NHIC Sub Inc., a Delaware corporation and a wholly owned
subsidiary of NewHold (“Merger Sub”), and Evolv Technologies, Inc. dba Evolv Technology, Inc., a Delaware corporation (“Evolv”).
On June 5, 2021, the parties entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”), the material
terms of which are as follows (terms not otherwise defined herein as defined in the Merger Agreement, as amended):
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●
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Outstanding Evolv restricted stock units will be converted into NewHold
restricted stock units and the right to receive a portion of the Earn-Out Shares. This will result in the issuance of 279,643 restricted
stock units at closing of the transactions contemplated by the Merger Agreement that would not have previously been issued.
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The recipients of the Earn-Out Shares were revised to expressly include
holders of restricted stock units and Unvested Finback Warrants (as defined in the Amendment) (with the total number of Earn-Out Shares
remaining unchanged).
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The initial share reserve under the equity incentive plan to be put into
place at closing was reduced to approximately 9.53% of NewHold’s outstanding common stock on a fully-diluted basis, from 10.0%.
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The foregoing summary is qualified in its entirety
by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
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 filed a registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy statement
of NewHold, referred to as a proxy statement/prospectus. Once the registration statement is effective, 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.
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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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: June 9, 2021
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NEWHOLD INVESTMENT CORP.
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By:
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/s/Kevin M. Charlton
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Name:
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Kevin M. Charlton
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Title:
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Chief Executive Officer
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