VC-backed Evolv to go public via merger with NewHold

Evolv, a provider of AI touchless security screening solutions, has agreed to go public via a merger with NewHold Investment Corp, a blank check company.

Evolv, a provider of AI touchless security screening solutions, has agreed to go public via a merger with NewHold Investment Corp, a blank check company. When the deal closes, Evolv will trade on the NASDAQ under the ticker symbol “EVLV.” Evolv’s investors include Bill Gates, Finback Investment Partners, DCVC, General Catalyst Partners, Lux Capital, SineWave Ventures, Motorola Solutions and STANLEY Ventures.

PRESS RELEASE

NEW YORK & WALTHAM, Mass.–(BUSINESS WIRE)–Evolv Technology (“Evolv”), the leader in AI touchless security screening, and NewHold Investment Corp. (“NewHold”) (NASDAQ: NHIC), a special purpose acquisition company (“SPAC”), today announced they have entered into a definitive merger agreement for a business combination that will result in Evolv becoming a publicly traded company. It is anticipated that Evolv will trade on the NASDAQ with the ticker symbol “EVLV” after the deal closes in Q2 2021.

Evolv is transforming the physical security industry, as the first AI-enabled touchless screening system in the market. The Evolv Express® system delivers up to a 70% reduction in cost and is ten times faster than traditional metal detectors, resulting in screening an unparalleled 3,600 people per hour, per system. The system allows for visitors to pass through screening without breaking stride and continuing the pace of life, improving security at the speed and scale required in this post-pandemic world. Built on its Evolv Cortex AI™ software platform, Evolv is continually improving the security posture for customers through machine learning and analytical insights on-demand, an industry first.
The world’s most iconic venues and companies place their trust in Evolv to protect their employees and visitors including Uber, Lincoln Center, L.L. Bean, Six Flags and others. In addition, Evolv signed a significant technology and go-to-market partnership with Motorola Solutions, a global leader in land mobile radio mission-critical communications, video security and analytics, and command center software for enterprise and public safety customers. Evolv expects this partnership to accelerate growth and market presence going forward.

The New Reality for Security is a Seamless Experience
In the current and post-pandemic world, organizations are and will be looking for solutions to support safe operations that address threats from weapons violence and public health threats. These venues, companies and schools need security that does not disrupt the public gathering experience and avoids the problems that come with traditional security approaches such as crowds, single file lines, bag checks, wands and pat downs. These organizations are also looking for ways to improve their customer experience by combining security with ticketing for a seamless and touchless visitor experience. Evolv is at the forefront of this convergence, which can be achieved through an intelligent software-based approach to physical security.

Proposed Transaction is the Next Logical Step
Evolv’s patented and rapidly expanding technology portfolio in weapons screening provides the company with significant competitive advantages to capitalize on a substantial global market opportunity, estimated to be approximately $20 billion for Evolv’s AI-enabled touchless screening systems. Its software platform allows for rapid integration of new capabilities such as the recently launched thermal scanning.

Having delivered strong annual revenue growth and winning contracts with some of the most iconic brands in sports, entertainment, cultural and corporate environments, Evolv and its Board of Directors believe this proposed transaction is the appropriate next step to position the company for continued success.

Management and Investor Comments
“Evolv Technology was built with a mission to make people safer in their everyday lives – whether at work, in stores, stadiums, concert halls, theme parks or schools,” said Peter George, CEO of Evolv. “In a world where increasing weapons violence and health threats imperil human security, our platform identifies threats before they cause harm, without the invasive pat downs, wands and bag checks experienced with traditional metal detector technology. Every Evolv team member shares that mission: to save lives. Our merger with NewHold will provide the capital to build upon our expansive vision for human security.”

“Evolv Technology presents a preeminent opportunity to build the world’s most important enterprise in physical security, expanding the boundaries through AI and analytics,” said Kevin Charlton, CEO of NewHold Investment Corp. “This transaction will provide Peter and the Evolv team with the capital to continue to develop the leading technologies that will make people safer and make their lives more convenient.”

Transaction Overview
Pursuant to the merger agreement, Evolv will merge with a wholly owned subsidiary of NewHold, with Evolv being the surviving entity of the merger and a wholly owned subsidiary of NewHold. NewHold, which currently holds approximately $172.5 million of cash in trust, will be renamed to Evolv Technology, Inc. following the merger. The combined entity will have an estimated pro forma enterprise value of approximately $1.25 billion. The upsized and oversubscribed $300 million PIPE includes investors such as Motorola Solutions, Inc., Magnetar Capital, Eldridge, Senator Investment Group and UBS O’Connor, in addition to investments from star athletes, franchise owners and managers. Assuming no trust account redemptions by NewHold’s public stockholders, Evolv’s existing stockholders will own approximately 72% of the fully diluted shares of common stock of the combined company immediately following the closing of the business combination.

The combined company expects to receive approximately $470 million in gross proceeds from the trust account and PIPE investors, assuming no redemptions by NewHold’s existing public shareholders. These cash proceeds are expected to be used to extend Evolv’s product portfolio, operating expenses incurred as a result of customer demand, and working capital to support increasing production demand. In addition, proceeds will be used to expand the company’s penetration of the physical security market and build new markets with its touchless security-as-a-service technology.

Following the closing of the transaction, the company will be led by CEO Peter George. Kevin Charlton, CEO of NewHold and Neil Glat, board member of NewHold, will join Evolv’s Board of Directors alongside Evolv CEO Peter George, Evolv Co-Founder Mike Ellenbogen, Chairman Alan Cohen of DCVC, David Orfao of General Catalyst, Bilal Zuberi of Lux Capital, an executive from Motorola Solutions, Merline Saintil and Mark Sullivan.
The transaction has been unanimously approved by the Board of Directors of both NewHold and Evolv and is subject to the satisfaction of customary closing conditions, including the approval of NewHold’s stockholders. The transaction is expected to close in the second quarter of 2021.

Additional information about the proposed business combination, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by NewHold today with the Securities and Exchange Commission (the “SEC”) and available at www.sec.gov. The investor presentation can be found on NewHold’s website at https://nhicspac.com. In addition, NewHold Investment Corp. intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

Advisors
Cowen is acting as sole financial and capital markets advisor to Evolv. Cowen acted as sole placement agent to NewHold in connection with the $300 million PIPE. Stifel is acting as sole financial and capital markets advisor to NewHold. Latham & Watkins LLP is acting as legal counsel to Evolv and Loeb & Loeb LLP is acting as legal counsel to NewHold.

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 Bill Gates, Florida Governor Jeb Bush’s firm, 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.

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.