[SCHEDULE 13D/A] Evolv Technologies Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Evolv Technologies Holdings reported that Stoic Point Capital Management and two individuals may beneficially own 5,396,901 shares of the issuer's Class A common stock, representing 3.1% of the outstanding Class A shares based on 171,891,467 shares outstanding. The reporting persons state the position cost approximately $13,847,006 and was funded from the working capital of private funds and separately managed accounts they manage. The holdings break down as 1,708,495 shares held by funds and 3,688,406 shares held by SMAs. The filing notes no other transactions in the past sixty days except as listed on an attached schedule.

Positive

• Transparent disclosure of beneficial ownership including precise share counts and percent of class
• Funding source disclosed as working capital of private funds and SMAs, clarifying origin of investment

Negative

• Small stake (3.1%) unlikely to provide control or significant influence over corporate decisions
• No recent trading activity reported in the past sixty days (except as on attached schedule), limiting signals about intent

Insights

Financial Analyst

TL;DR: Stoic Point discloses a 3.1% stake in Evolv, a modest position funded from fund and SMA working capital; no recent trades reported.

The 5,396,901-share position represents a minority, non-controlling stake and is unlikely to alter governance or strategy by itself. The disclosed acquisition cost of $13,847,006 implies an average price paid consistent with an opportunistic investment by external funds and SMAs. The split between fund-held and SMA-held shares suggests a combination of pooled and separately managed client exposures. Absence of transactions in the past sixty days (except items on the attached schedule) indicates the position is currently static.

Corporate Governance Expert

TL;DR: A 3.1% disclosure signals monitoring interest but does not constitute a control or activist threshold under typical governance norms.

From a governance perspective, the reporting group's shared voting power and dispositive power indicate coordinated beneficial ownership but not control. The filing does not state any plans to seek board representation or corporate actions. Investors should note the grouped reporting persons and the allocation between pooled funds and SMAs, which can affect voting coordination, but the stake size is below common activist thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Evolv Technologies Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

30049H102

(CUSIP Number)

Rajiv P. Shah
c/o Stoic Point Capital Management LLC, 155 Forest Avenue
Palo Alto, CA, 94301
650-503-9750

Daniel N. Webb, Esq.
Simpson Thacher & Bartlett LLP, 2475 Hanover Street
Palo Alto, CA, 94304
650-251-5095

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 30049H102

1

Name of reporting person

Stoic Point Capital Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,708,495.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,901.00

11

Aggregate amount beneficially owned by each reporting person

5,396,901.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 30049H102

1

Name of reporting person

Rajiv P. Shah

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,708,495.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,901.00

11

Aggregate amount beneficially owned by each reporting person

5,396,901.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 30049H102

1

Name of reporting person

Cullen J. Rose

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,708,495.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,396,901.00

11

Aggregate amount beneficially owned by each reporting person

5,396,901.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Evolv Technologies Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 500 TOTTEN POND ROAD, 4TH FLOOR, WALTHAM, MASSACHUSETTS , 02451.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Evolve Technologies Holdings, Inc. (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed on January 30, 2025 (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons acquired beneficial ownership of the securities reported herein at a cost of approximately $13,847,006. The source of funds used to acquire such position was from working capital of private funds and SMAs they manage.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 5,396,901 shares of the Issuer's Class A Common Stock, representing 3.1% of the outstanding shares of Class A Common Stock, based on 171,891,467 shares of Class A Common Stock of the Issuer outstanding as of August 11, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. The beneficial ownership reported herein consists of 1,708,495 shares held by Funds and 3,688,406 shares held by SMAs they manage.
(b)	See Item 5(a) above.
(c)	Except as set forth on Schedule A attached hereto, none of the Reporting Persons has effected any transaction in Class A Common Stock during the past sixty days.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons or the private funds and/or SMAs they manage, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting Persons.
(e)	As of May 22, 2025, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stoic Point Capital Management LLC

Signature:	/s/ Rajiv P. Shah
Name/Title:	Rajiv P. Shah, Managing Member
Date:	08/19/2025

Rajiv P. Shah

Signature:	/s/ Rajiv P. Shah
Name/Title:	Rajiv P. Shah
Date:	08/19/2025

Cullen J. Rose

Signature:	/s/ Cullen J. Rose
Name/Title:	Cullen J. Rose
Date:	08/19/2025

FAQ

How many shares of EVLV does Stoic Point report owning?

The reporting persons disclose beneficial ownership of 5,396,901 shares of Class A common stock.

What percentage of EVLV's Class A stock does this represent?

The reported position represents 3.1% of the outstanding Class A common stock based on 171,891,467 shares outstanding.

What was the cost to acquire the reported EVLV position?

The reporting persons state the position was acquired at a cost of approximately $13,847,006.

What was the source of funds for the EVLV purchases?

The source of funds is disclosed as working capital of private funds and separately managed accounts (SMAs) they manage.

How are the reported shares allocated between funds and SMAs?

The filing states 1,708,495 shares are held by funds and 3,688,406 shares are held by SMAs.

Did the reporting persons trade EVLV shares in the past sixty days?

Except for transactions listed on an attached Schedule A, the filing states none of the reporting persons effected any transaction in the past sixty days.