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

Evolv Technologies Holdings, Inc. 8-K