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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/21 NewHold Investment Corp. S-4/A 71:27M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 14.28M
- Securities for a Merger
2: EX-3.5 Amended and Restated Bylaws of Combined Company HTML 143K
3: EX-4.4 Specimen Common Stock Certificate of Combined HTML 28K
Company
4: EX-5.1 Opinion of Loeb & Loeb LLP Regarding the Validity HTML 26K
of the Securities
5: EX-8.1 Form of Loeb Tax Opinion HTML 29K
6: EX-10.10 Form of Indemnification Agreement HTML 90K
7: EX-10.16 Form of Amended and Restated Registration Rights HTML 109K
Agreement by and Among Newhold, Evolv and Certain
Stockholders
8: EX-23.1 Consent of Withumsmith+Brown, Pc, Independent HTML 21K
Registered Public Accounting Firm of Newhold.
9: EX-23.2 Consent of Pricewaterhousecoopers LLP, Independent HTML 21K
Registered Public Accounting Firm of Evolv
Technologies, Inc.
10: EX-99.1 Consent of Peter George to Be Named as A Director HTML 22K
19: EX-99.10 Preliminary Proxy Card HTML 33K
11: EX-99.2 Consent of Michael Ellenbogen to Be Named as A HTML 22K
Director
12: EX-99.3 Consent of Alan Cohen to Be Named as A Director HTML 22K
13: EX-99.4 Consent of David Orfao to Be Named as A Director HTML 22K
14: EX-99.5 Consent of Merline Saintil to Be Named as A HTML 22K
Director
15: EX-99.6 Consent of Mahesh Saptharishi to Be Named as A HTML 22K
Director
16: EX-99.7 Consent of Kimberly Sheehy to Be Named as A HTML 22K
Director
17: EX-99.8 Consent of Mark Sullivan to Be Named as A Director HTML 22K
18: EX-99.9 Consent of Bilal Zuberi to Be Named as A Director HTML 22K
26: R1 Document And Entity Information HTML 40K
27: R2 Condensed Balance Sheets HTML 89K
28: R3 Condensed Balance Sheets (Parentheticals) HTML 47K
29: R4 Condensed Statements of Operations HTML 69K
30: R5 Condensed Statements of Changes in Stockholders? HTML 73K
Equity (Unaudited)
31: R6 Condensed Statements of Changes in Stockholders? HTML 33K
Equity (Unaudited) (Parentheticals)
32: R7 Condensed Statement of Cash Flows (Unaudited) HTML 91K
33: R8 Description of Organization and Business HTML 58K
Operations
34: R9 Restatement of Previously Issued Financial HTML 716K
Statements
35: R10 Summary of Significant Accounting Policies HTML 162K
36: R11 Public Offering HTML 35K
37: R12 Related Party Transactions HTML 55K
38: R13 Trust Account and Fair Value Measurement HTML 91K
39: R14 Stockholders' Equity HTML 32K
40: R15 Commitments and Contingencies HTML 30K
41: R16 Subsequent Event - Merger Agreement and Related HTML 28K
Items
42: R17 Merger Agreement HTML 27K
43: R18 Accounting for Warrant Liability HTML 182K
44: R19 Accounting Policies, by Policy (Policies) HTML 198K
45: R20 Restatement of Previously Issued Financial HTML 769K
Statements (Tables)
46: R21 Summary of Significant Accounting Policies HTML 105K
(Tables)
47: R22 Trust Account and Fair Value Measurement (Tables) HTML 81K
48: R23 Accounting for Warrant Liability (Tables) HTML 256K
49: R24 Description of Organization and Business HTML 45K
Operations (Details)
50: R25 Restatement of Previously Issued Financial HTML 24K
Statements (Details)
51: R26 Restatement of Previously Issued Financial HTML 80K
Statements (Details) - Schedule of the restatement
on each financial statement
52: R27 Restatement of Previously Issued Financial HTML 44K
Statements (Details) - Schedule of basic and
diluted loss per common share
53: R28 Restatement of Previously Issued Financial HTML 37K
Statements (Details) - Schedule of fair value
hierarchy of valuation techniques
54: R29 Restatement of Previously Issued Financial HTML 52K
Statements (Details) - Schedule of quantitative
information regarding Level 3 fair value
measurements
55: R30 Restatement of Previously Issued Financial HTML 35K
Statements (Details) - Schedule of changes in the
fair value of warrant liabilities
56: R31 Summary of Significant Accounting Policies HTML 61K
(Details)
57: R32 Summary of Significant Accounting Policies HTML 39K
(Details) - Schedule of operations includes a
presentation of income (Loss)
58: R33 Public Offering (Details) HTML 57K
59: R34 Related Party Transactions (Details) HTML 73K
60: R35 Trust Account and Fair Value Measurement (Details) HTML 37K
61: R36 Trust Account and Fair Value Measurement (Details) HTML 37K
- Schedule of fair values investments active
markets for identical assets or liabilities
62: R37 Stockholders' Equity (Details) HTML 44K
63: R38 Summary of Significant Accounting Policies HTML 40K
(Details) - Schedule of operations includes a
presentation of income (Loss)
64: R39 Trust Account and Fair Value Measurement (Details) HTML 37K
- Schedule of fair values investments active
markets for identical assets or liabilities
65: R40 Accounting for Warrant Liability (Details) HTML 27K
66: R41 Accounting for Warrant Liability (Details) - HTML 36K
Schedule of warrant liabilities are measured at
fair value on a recurring basis
67: R42 Accounting for Warrant Liability (Details) - HTML 39K
Schedule of quantitative information regarding
Level 3 fair value measurements
68: R43 Accounting for Warrant Liability (Details) - HTML 37K
Schedule of changes in fair value of warrant
liabilities
70: XML IDEA XML File -- Filing Summary XML 108K
69: EXCEL IDEA Workbook of Financial Reports XLSX 69K
20: EX-101.INS XBRL Instance -- nhic-20210331 XML 2.88M
22: EX-101.CAL XBRL Calculations -- nhic-20210331_cal XML 70K
23: EX-101.DEF XBRL Definitions -- nhic-20210331_def XML 590K
24: EX-101.LAB XBRL Labels -- nhic-20210331_lab XML 1.00M
25: EX-101.PRE XBRL Presentations -- nhic-20210331_pre XML 572K
21: EX-101.SCH XBRL Schema -- nhic-20210331 XSD 181K
71: ZIP XBRL Zipped Folder -- 0001213900-21-031736-xbrl Zip 183K
Exhibit 8.1
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Loeb & Loeb LLP
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Main 212.407.4000 Fax 212.407.4990 |
[●] [●], 2021
NewHold Investment Corp.
12141 Wickchester Ln., Suite 325
| Re: | Registration Statement of NewHold Investment Corp. |
Ladies and Gentlemen:
We have acted as counsel to NewHold Investment Corp. (“NHIC”), a Delaware corporation, in connection with the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on April 2, 2021 (the “Registration Statement”), relating to the Agreement and Plan of Merger, dated as of March 5, 2021, as amended (the “Merger Agreement”), by and among NHIC, NHIC Sub Inc., a Delaware corporation and wholly owned subsidiary of NHIC (“Merger Sub”) and Evolv Technologies, Inc., a Delaware corporation (the “Company”) Pursuant to the Agreement, Merger Sub will merge with and into the Company (the “Merger” or the “Business Combination”), with the Company surviving the Merger as a wholly owned subsidiary of NHIC. Any capitalized terms used but not defined herein have the meaning given to such terms in the Merger Agreement.
In providing our opinion, we have examined the Merger Agreement, the Registration Statement, certain customary tax representation letters provided by the Company, on the one hand, and NHIC and Merger Sub, on the other hand (the “Tax Representation Letters”), and such other documents as we have deemed necessary or appropriate for purposes of this opinion. In addition, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement (and no transaction or condition described therein will be waived by any party), (ii) the statements concerning the transactions and the parties thereto set forth in the Merger Agreement and in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger, (iii) the statements and representations contained in the Tax Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger, (iv) any such statement or representation set forth in the Merger Agreement, the Registration Statement or the Tax Representation Letters that is qualified by belief, knowledge, intention, materiality or any comparable or similar qualification, is and will be true, complete and correct as if made without such qualification, (v) the parties to the Merger Agreement and their respective subsidiaries will treat the transactions for U.S. federal income tax purposes in a manner consistent with this opinion, (vi) such parties have complied with and will continue to comply with the obligations, covenants and agreements contained in the Merger Agreement and (vii) there will be no change in applicable U.S. federal income tax law from the date hereof through the effective time of the Merger. If any of the above described assumptions is untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Merger Agreement, the Registration Statement, or the Tax Representation Letters, this opinion may be adversely affected. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing.
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Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership. |
C:
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NewHold Investment Corp. Page 2 |
Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences – Characterization of the Merger."
This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.
Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.
Except as expressly provided herein, we express no opinion with respect to any tax matter.
We hereby consent to the filing of this letter, as applicable or required, as an exhibit to the Registration Statement and to the reference to this firm as counsel to NHIC under the caption “Material U.S. Federal Income Tax Consequences – Characterization of the Merger” in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations promulgated thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
Loeb & Loeb LLP
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/9/21 | 425, 8-K, CORRESP | ||
| 4/2/21 | S-4 | |||
| 3/5/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Evolv Technologies Holdings, Inc. 10-K 12/31/23 120:10M Workiva Inc Wde… FA01/FA 3/24/23 Evolv Technologies Holdings, Inc. 10-K 12/31/22 129:16M Workiva Inc Wde… FA01/FA 10/27/22 Evolv Technologies Holdings, Inc. POS AM 2:744K Toppan Merrill/FA 4/18/22 Evolv Technologies Holdings, Inc. POS AM 119:14M Toppan Merrill/FA 3/28/22 Evolv Technologies Holdings, Inc. 424B3 1:2.9M Toppan Merrill Bridge/FA 3/28/22 Evolv Technologies Holdings, Inc. 10-K 12/31/21 126:13M Toppan Merrill Bridge/FA 9/02/21 Evolv Technologies Holdings, Inc. S-1/A 267:35M Toppan Merrill/FA 8/16/21 Evolv Technologies Holdings, Inc. 8-K/A:9 7/16/21 4:1.1M Toppan Merrill/FA 8/12/21 Evolv Technologies Holdings, Inc. S-1 257:31M Toppan Merrill/FA 7/22/21 Evolv Technologies Holdings, Inc. 8-K:5 7/16/21 9:974K Toppan Merrill/FA 7/22/21 Evolv Technologies Holdings, Inc. 8-K:1,2,3,4 7/16/21 9:974K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/21 Evolv Technologies Holdings, Inc. S-4/A 49:20M EdgarAgents LLC/FA 4/02/21 Evolv Technologies Holdings, Inc. S-4 38:14M EdgarAgents LLC/FA 3/08/21 Evolv Technologies Holdings, Inc. 8-K:1,3,7,9 3/05/21 9:13M EdgarAgents LLC/FA 7/24/20 Evolv Technologies Holdings, Inc. S-1/A 25:1.6M EdgarAgents LLC/FA |