SEC filing summary: NewHold Investment Corp. Form 10-Q
Entity and period: The supplied filing is for NewHold Investment Corp., not Evolv Technologies Holdings, Inc. It covers the quarter ended September 30, 2020; the company was a newly formed SPAC and shell company seeking a business combination. It had not begun operating a business. Financial results are for the three months ended September 30, 2020 and, separately, from inception on January 24, 2020 through September 30, 2020.
Financial position and results
| Metric | Value |
|---|---|
| Revenue | $0 for both reported periods |
| Net loss | $119,000 for the quarter; $121,000 from inception |
| General and administrative expense | $145,000 for the quarter; $147,000 from inception |
| Trust account interest income | $26,000 for both reported periods |
| Cash outside trust | $1.524 million at September 30, 2020 |
| Trust assets | $172.526 million at September 30, 2020 |
| Total assets / total liabilities | $174.341 million / $6.213 million |
| Debt | No long-term debt; a $47,000 sponsor note was repaid in August 2020 |
| Cash flow from operations | $(262,000) from inception |
Profit margins are not meaningful because the company had no revenue. Net loss per share was $0.03 for Class B shares; Class A net income per share was reported as $0.00. Of 17.25 million public Class A shares, 16.313 million were classified as subject to possible redemption outside permanent equity.
Capitalization, liquidity, and changes
In August 2020, NewHold completed an IPO of 17.25 million units at $10 each, raising $172.5 million gross, and a concurrent private placement of 5.7 million warrants for $5.7 million. It deposited $172.5 million into the trust account. The trust was invested primarily in U.S. Treasury bills yielding approximately 0.1% annually. The company reported $1.524 million of cash outside the trust and stated that this was sufficient to fund operations for at least the next 12 months. It also noted that trust interest was unlikely to cover permitted tax and working-capital withdrawals at then-current yields.
The company was formed in January 2020 and had no operating activity before the IPO, so the filing provides no comparable prior-year quarter. It reported no material changes to previously disclosed risk factors and no material change in internal control over financial reporting.
Outlook, risks, and notable terms
- Management intended to pursue an initial business combination and expected operating and transaction costs to rise as it evaluated targets and negotiated a transaction. No target, transaction guidance, or operating forecast is provided in this filing.
- The company had until August 4, 2022 to complete a business combination. If it failed, it was required to wind up and redeem public shares from the trust, subject to the stated terms.
- COVID-19 could disrupt the search or adversely affect a target, but management said the specific impact was not determinable.
- Public shares were redeemable in connection with a business combination, subject to a minimum net tangible asset condition of $5,000,001. The filing records $163.128 million of shares as subject to possible redemption.
- Deferred underwriting compensation of approximately $6.038 million was payable upon completion of a business combination. The company also had a $15,000 monthly administrative-support agreement with a sponsor affiliate.
- The filing identifies potential dilution and financing risks if the company issued equity or debt to fund a transaction. No legal proceedings or defaults were reported.
Investor facts to verify
- Confirm the intended issuer: this source is NewHold Investment Corp., not Evolv Technologies Holdings, Inc.
- Verify any subsequent business-combination announcement, closing, or change in issuer name; this filing describes only the SPAC search phase.
- Check the trust balance, redemption terms, and the deferred underwriting fee before assessing funds available to a transaction.
- Review subsequent filings for transaction costs, financing, redemptions, dilution, and the effect of COVID-19 on the target search.