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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 1, 2025
Evolv
Technologies Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39417 |
|
84-4473840 |
(State or other
jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
500
Totten Pond Road, 4th
Floor
Waltham,
Massachusetts |
|
02451 |
| (Address of principal
executive offices) |
|
(Zip Code) |
(781)
374-8100
Registrant’s telephone number, including
area code
(Former name or former address, if changed since
last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Class
A common stock, par value $0.0001 per share |
|
EVLV |
|
The
Nasdaq Stock Market |
| Warrants
to purchase one share of Class A common stock |
|
EVLVW |
|
The
Nasdaq Stock Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation
FD Disclosure. |
On July 1, 2025, Evolv Technologies Holdings,
Inc. (the “Company”) filed with the Securities and Exchange Commission, a post-effective amendment to the Company’s
existing shelf registration statement, previously filed on August 12, 2021, to register (1) certain
resales of the Company’s previously issued securities and (2) the exercise of certain warrants previously issued by the Company.
The Company’s decision to file the post-effective amendment was a procedural matter, as the recently completed restatement rendered
the prior registration statement on Form S-3 ineffective per Securities and Exchange Commission rules. The post-effective amendment was
filed for the sole purpose of changing the form on which the registration statement was filed from a registration statement on Form S-3
to a registration statement on Form S-1, and did not register any additional securities.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Evolv Technologies Holdings, Inc. |
| |
|
|
| Date: July 1, 2025 | By: |
/s/ George C. Kutsor |
| |
Name: |
George C. Kutsor |
| |
Title: |
Chief Financial Officer |
