0001104659-22-038829.txt : 20220328 0001104659-22-038829.hdr.sgml : 20220328 20220328165721 ACCESSION NUMBER: 0001104659-22-038829 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 EFFECTIVENESS DATE: 20220328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Evolv Technologies Holdings, Inc. CENTRAL INDEX KEY: 0001805385 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 844473840 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-258748 FILM NUMBER: 22776161 BUSINESS ADDRESS: STREET 1: 12141 WICKCHESTER LN., SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 212-653-0153 MAIL ADDRESS: STREET 1: 12141 WICKCHESTER LN., SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: NewHold Investment Corp. DATE OF NAME CHANGE: 20200303 POS EX 1 tm229687d1_posex.htm POS EX

 

As filed with the Securities and Exchange Commission on March 28, 2022

 

Registration No. 333-258748

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

Post-Effective Amendment No. 1 

to 

FORM S-1 

REGISTRATION STATEMENT
UNDER 

THE SECURITIES ACT OF 1933 

 

 

Evolv Technologies Holdings, Inc. 

(Exact name of registrant as specified in its charter) 

​ ​ ​
Delaware 7372 84-4473840

 ​ ​

(State or other jurisdiction of
incorporation or organization) 

 (Primary Standard Industrial
Classification Code Number)		 (I.R.S. Employer
Identification No.)

 

500 Totten Pond Road, 4th Floor 

Waltham, Massachusetts 02451 

(781) 374-8100 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Eric Pyenson 

General Counsel 

500 Totten Pond Road, 4th Floor 

Waltham, Massachusetts 02451 

(781) 374-8100 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Ryan J. Maierson 

Stephen W. Ranere 

Erika L. Weinberg 

Latham & Watkins LLP 

200 Clarendon Street 

Boston, MA 02116 

(617) 948-6000

 

Approximate date of commencement of proposed sale to the public: 

As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
​ ​ Emerging growth company x

 

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 7(a)(2)(B) of the Securities Act. ¨

 

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Evolv Technologies Holdings, Inc. (File No. 333-258748), initially filed on August 12, 2021 and declared effective by the Securities and Exchange Commission on September 3, 2021 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file the consent of PricewaterhouseCoopers LLP with respect to its report dated March 28, 2022 relating to the financial statements of Evolv Technologies Holdings, Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2021 and included in the Prospectus Supplement No. 6 dated March 28, 2022 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

 

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits.

 

Exhibit
No.		   Description
   
23.1*   Consent of PricewaterhouseCoopers LLP (with respect to Evolv Technologies Holdings, Inc. consolidated financial statements).

 

 

     
*

Filed herewith. 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 28th day of March, 2022.

 

​ EVOLV TECHNOLOGIES HOLDINGS, INC.
​ ​
​ By: /s/ Peter George
​   Peter George
​   President and Chief Executive Officer

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature   Title   Date
​ ​ ​ ​ ​
/s/ Peter George ​ President, Chief Executive Officer and Director (principal executive officer) ​ March 28, 2022
Peter George ​ ​ ​
​ ​ ​ ​ ​
/s/ Mario Ramos ​

Chief Financial Officer (principal financial officer and principal  

 ​ March 28, 2022
Mario Ramos ​ accounting officer) and Chief Risk Officer ​ ​
​ ​ ​ ​ ​
* ​ Chairman of the Board ​ March 28, 2022
Alan Cohen ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Kevin Charlton ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Michael Ellenbogen ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Neil Glat ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
David Orfao ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Merline Saintil ​ ​ ​ ​
​ ​ ​ ​ ​
​ Director ​ March 28, 2022
John Kedzierski ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Kimberly Sheehy ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Mark Sullivan ​ ​ ​ ​
​ ​ ​ ​ ​
* ​ Director ​ March 28, 2022
Bilal Zuberi ​ ​ ​ ​

 

*By: /s/ Peter George  
​ Peter George ​
​ Attorney-in-Fact ​

 

 

 

 EX-23.1 2 tm229687d1_ex23-1.htm EXHIBIT 23.1

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form S-1 of Evolv Technologies Holdings, Inc. of our report dated March 28, 2022, relating to the financial statements of Evolv Technologies Holdings, Inc., which appears in the Prospectus Supplement of Evolv Technologies Holdings, Inc. dated March 28, 2022, which forms a part of this Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

Boston, Massachusetts

March 28, 2022