Evolv Technologies Holdings, Inc.

Evolv Technologies Holdings, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Q1 2025 Form 10-Q”) within the prescribed time period without unreasonable effort or expense for the reasons described below. As previously announced by the Company, the Company was unable to timely file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “2024 Form 10-K”) and its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Q3 2024 Form 10-Q”) as a result of an internal investigation conducted by an ad-hoc committee of independent directors of the Board, as described in the Explanatory Notes to the 2024 Form 10-K and Q3 2024 Form 10-Q (the “Investigation”), which resulted in the restatement of the Company’s previously issued consolidated financial statements and other financial data for the fiscal years ended December 31, 2022 and December 31, 2023 contained in its Annual Report on Form 10-K for the year ended December 31, 2023, and its condensed consolidated financial statements for the quarters and year-to-date periods ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 contained in its Quarterly Reports on Form 10-Q (collectively, the “Restatement Periods”) for each of those respective financial periods. Restated consolidated financial statements or restated financial information for the Restatement Periods were included in the 2024 Form 10-K and Q3 2024 Form 10-Q, as applicable, each filed on April 28, 2025. Given the demands on management’s time that were required to complete and file the 2024 Form 10-K and Q3 2024 Form 10-Q, the Company requires additional time to complete its financial statements and other disclosures in the Q1 2025 Form 10-Q

Evolv Technologies Holdings, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense for the reasons described below. As previously announced in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 25, 2024, the Company’s Board of Directors (the “Board”) determined on October 24, 2024 that the Company’s previously issued consolidated financial statements and other financial data for the fiscal years ended December 31, 2022 and December 31, 2023 contained in its Annual Report on Form 10-K, and its condensed consolidated financial statements for the quarters and year-to-date periods ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 contained in its Quarterly Reports on Form 10-Q (collectively, the “Non-Reliance Periods”), should no longer be relied upon because of misstatements related to accounting for certain sales transactions. This determination was based on the findings of an ad hoc committee of independent directors of the Board (the “Committee”), which conducted an investigation of the Company’s sales practices, including whether certain sales of products and subscriptions to channel partners and end users were subject to extra-contractual terms and conditions that impacted revenue recognition and other metrics, and if so, when senior Company personnel became aware of these issues (the “Investigation”)

Evolv Technologies Holdings, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Third Quarter Report”) within the prescribed time period without unreasonable effort or expense for the reasons described below. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2024, the Company requires additional time to file the Third Quarter Report so that the Company’s ad hoc committee of independent directors (the “Committee”) of the board of directors (the “Board”) may complete its investigation of the Company’s sales practices. The Committee has made a preliminary determination that certain sales, including sales to one of its largest channel partners, were subject to extra-contractual terms and conditions, some of which were not shared with the Company’s accounting personnel, and that certain Company personnel engaged in misconduct in connection with those transactions. Furthermore, these extra-contractual terms and conditions were withheld from the Company’s Audit Committee of the Board and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The Committee has determined that the accounting for certain sales transactions was inaccurate and that, among other things, revenue was prematurely or incorrectly recognized in connection with financial statements prepared for the periods between the second quarter of 2022 and the second quarter of 2024. The Board has determined that these misstatements are material for certain financial statements prepared for these periods and that the recognition of revenue in the proper periods will impact each of those financial statements

In connection with the preparation of its financial statements as of and for the three and six months ended June 30, 2022, management of Evolv Technologies Holdings, Inc. (the “Company”) has identified certain immaterial errors in the Company’s historical financial statements and is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Form 10-Q”). The Company requires additional time to finalize its financial statements and disclosures and the related impact to its internal controls over financial reporting to be filed as part of the Form 10-Q including the impact of the errors to certain prior period financial information, including the following: (a) certain expenses that were cost of subscription revenue related and cost of service revenue related were inaccurately classified as sales and marketing expenses on the consolidated statements of operations and comprehensive loss, (b) certain equipment under lease or held for lease was inaccurately classified as inventory on the consolidated balance sheets and a portion of the cash outflows related to the equipment under lease or held for lease were misclassified between operating and investing cash flows on the consolidated statements of cash flows, and (c) the vesting of certain warrants was not accounted for accurately. Additionally, the Company has made adjustments to correct for other previously identified immaterial errors. The identified errors impacted the Company’s previously issued 2020 annual financial statements, 2021 quarterly and annual financial statements and its quarterly financial statements for the three months ended March 31, 2022. The Company expects to file the Form 10-Q prior to the end of the 5-day extension period prescribed by Rule 12b-25 under the Securities Exchange Act of 1934, as amended

The Quarterly Report on Form 10-Q of NewHold Investment Corp. (the “Company”) could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report