Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258748

Prospectus Supplement No. 7

(To Prospectus dated September 3, 2021)


This prospectus supplement updates, amends and supplements the prospectus dated September 3, 2021 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-258748). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.


This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in Item 5.02 of our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022, which is set forth below.


This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.


Our Class A common stock is quoted on The Nasdaq Stock Market, or NASDAQ, under the symbol “EVLV” and our warrants are quoted on the NASDAQ under the symbol “EVLVW.” On April 14, 2022, as reported on NASDAQ, the closing sale price of our Class A common stock was $2.68 and the closing sale price of our warrants was $0.33.


We are an “emerging growth company” under federal securities laws and are subject to reduced public
company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors”
beginning on page 3 of the Prospectus.


Neither the SEC nor any state securities commission has approved or disapproved of these securities or
determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.


The date of this prospectus supplement is April 14, 2022.
















Date of Report (Date of earliest event reported): April 8, 2022


Evolv Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-39417   84-4473840
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


500 Totten Pond Road, 4th Floor

Waltham, Massachusetts

(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
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 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 13(a) of the Exchange Act. ¨






Item 5.02             Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers


On April 8, 2022, the Compensation Committee of the Board of Directors of Evolv Technologies Holdings, Inc. (the “Company”) approved a one-time discretionary cash bonus award in the amount of $1,252,275.53 to Mr. Anil R. Chitkara, the Company's co-founder and Chief Growth Officer, in consideration of Mr. Chitkara’s significant contributions to the Company and his expanded responsibilities as the Company’s Chief Growth Officer. In connection with the payment, Mr. Chitkara signed a bonus payment acknowledgement that described the Company's right to withhold applicable income taxes from the bonus payment and included the Company's customary release of claims.



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: April 14, 2022 By: /s/ Peter George
    Name: Peter George
    Title: Chief Executive Officer