Business context and reporting period
Important scope clarification: The filing is NewHold Investment Corp.’s 2020 Form 10-K, not an operating-company 10-K for Evolv Technologies Holdings, Inc. NewHold was a blank-check company formed to pursue a business combination. Its fiscal year ended December 31, 2020; financial results cover January 24, 2020 (inception) through year-end, not a standalone 2020 fourth quarter.
NewHold completed its IPO in August 2020, raising $172.5 million through 17.25 million units. On March 5, 2021, after year-end, it signed a merger agreement with Evolv Technologies, Inc. The transaction was proposed and remained subject to closing conditions; this filing does not present Evolv’s operating results.
Financial results and position
- Revenue: $0; NewHold had not begun operating and expected no operating revenue before a business combination.
- Expenses and earnings: General and administrative expenses were approximately $1.03 million; trust-account investment income was approximately $79,000; net loss was approximately $951,000. Class B loss per share was $0.24; Class A income per share was reported as $0.00.
- Cash flow: Cash used in operating activities was approximately $454,000. Cash at year-end was $1.328 million.
- Assets and liquidity: Total assets were $174.091 million, including $172.579 million in the trust account and $1.512 million in current assets. The filing states approximately $166.542 million in trust funds would be available for a business combination after deferred underwriting fees, assuming no redemptions and before transaction fees and expenses.
- Liabilities and equity: Total liabilities were $6.798 million, including $6.038 million of deferred underwriting compensation. Stockholders’ equity was $5.0 million; 16.229 million public shares, valued at approximately $162.293 million, were classified outside permanent equity as redeemable. NewHold reported no long-term debt and no outstanding working-capital loans.
- Margins and comparison: Operating margins are not meaningful for this pre-combination SPAC. No prior-year comparable operating period is presented.
Material changes and subsequent transaction
NewHold raised IPO proceeds and private-placement warrant proceeds during 2020 and held substantially all funds intended for the business combination in trust. Its only reported business activity was formation, the offering, and searching for a target. The March 2021 agreement contemplated a merger with Evolv, with Evolv surviving as a wholly owned subsidiary. The agreement provided for an exchange ratio based on 125 million shares divided by Evolv’s adjusted fully diluted share count, and up to 15 million additional earn-out shares tied to share-price triggers over five years. These are transaction terms, not completed results or guidance.
Outlook, risks, and unusual items
- NewHold had to complete a business combination by August 4, 2022, or redeem public shares and liquidate, subject to applicable law and creditor claims. Public warrants could expire worthless if no deal closed.
- Management said year-end liquidity was sufficient for working-capital needs for at least one year from issuance of the audited statements. No revenue or earnings guidance was provided.
- COVID-19 could hinder target discussions and transaction execution; management said the specific financial impact was not determinable.
- Redemptions could reduce cash available to close a transaction, and additional financing might be required. Trust assets could also be exposed to certain creditor claims; the sponsor’s indemnity is limited and its ability to satisfy it was not assured.
- Potential conflicts include management and directors’ other business and fiduciary commitments, founder-share and warrant incentives, and sponsor-affiliate reimbursements. NewHold paid a sponsor affiliate for administrative support; disclosures differ on the monthly fee ($15,000 in several sections versus $10,000 in MD&A).
- NewHold reported effective disclosure controls at year-end. The filing did not include management’s internal-control assessment or an auditor attestation, citing the transition period for newly public companies.
Investor facts to verify
- Confirm the reporting entity and scope: this is NewHold’s SPAC filing, not Evolv’s operating-company financial statements.
- Review Evolv’s separate merger/proxy materials for its historical financials, forecasts, transaction valuation, financing, dilution, and closing conditions.
- Reconcile trust cash available after deferred underwriting fees, transaction costs, and any shareholder redemptions.
- Check the exact administrative-support fee and any sponsor expense reimbursements or other related-party payments.
- Assess the merger’s earn-out triggers, warrant terms, redemption rights, and the August 4, 2022 deadline applicable if no business combination closed.