SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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) |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 30049H102 |
1 |
Name of reporting person
Rajiv P. Shah | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
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
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CUSIP No. | 30049H102 |
1 |
Name of reporting person
Cullen J. Rose | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
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
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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.
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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.
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