Cover Page - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2023 |
Aug. 09, 2023 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Document Quarterly Report | true | |
| Document Period End Date | Jun. 30, 2023 | |
| Document Transition Report | false | |
| Entity File Number | 001-39417 | |
| Entity Registrant Name | Evolv Technologies Holdings, Inc. | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Tax Identification Number | 84-4473840 | |
| Entity Address, Address Line One | 500 Totten Pond Road | |
| Entity Address, Address Line Two | 4th Floor | |
| Entity Address, City or Town | Waltham | |
| Entity Address, State or Province | MA | |
| Entity Address, Postal Zip Code | 02451 | |
| City Area Code | (781) | |
| Local Phone Number | 374-8100 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 149,994,815 | |
| Entity Central Index Key | 0001805385 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Year Focus | 2023 | |
| Document Fiscal Period Focus | Q2 | |
| Amendment Flag | true | |
| Amendment Description | Evolv Technologies Holdings, Inc. ("Evolv," the "Company," "we," "our" or "us") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (“Quarterly Report on Form 10-Q/A”) to amend and restate its unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2023 included in its Quarterly Report on Form 10-Q for the three months ended June 30, 2023, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on August 10, 2023 (the "Original Report"). This Quarterly Report on Form 10-Q/A also amends certain other Items in the Original Report, as listed in "Items Amended in this Quarterly Report on Form 10-Q/A" below.Restatement BackgroundAs previously announced in our Current Report on Form 8-K filed with the SEC on October 25, 2023, the audit committee (the "Audit Committee") of the board of directors of the Company, in consultation with management, concluded that the Company's previously issued unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2023 included in the Original Report contained an error related to classification of certain marketable securities on the condensed consolidated balance sheet as of June 30, 2023, which also resulted in an error in the condensed consolidated statement of cash flows for the six months ended June 30, 2023. These errors are described in further detail below. As a result of the errors, the Audit Committee determined that the Company's consolidated financial statements included in the Original Report should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing those financial statements and other information covering those periods should no longer be relied upon.During the three months ended June 30, 2023, as part of its overall cash management strategy, the Company purchased zero coupon U.S. treasury bills with staggered maturities of between two months and six months. The Company classified all outstanding treasury bills as cash equivalents on its condensed consolidated balance sheet as of June 30, 2023. However, the treasury bills with maturities exceeding three months did not meet the definition of cash equivalents per Accounting Standards Codification 230 - Statement of Cash Flows, and should have been presented separately within current assets. The purchases of treasury bills with maturities greater than three months should have been presented as a cash outflow from investing activities within the condensed consolidated statement of cash flows for the six months ended June 30, 2023. The errors did not impact total current assets, total assets, or total equity as of June 30, 2023. Further, the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2023 and the condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2023 have not been adjusted as the impact of the errors on each statement was less than $0.1 million, which was deemed immaterial.Additionally, in Note 3. Fair Value Measurements to the condensed consolidated financial statements included in the Original Report, the fair value of the treasury bills was incorrectly included in the caption "Money market funds," and should have been presented separately as a financial asset measured using Level 2 inputs under the fair value hierarchy. The restated financial statements also include certain required disclosures related to the investments in debt securities.An explanation of the impact on the Company's financial statements is contained in Note 1. Nature of the Business and Basis of Presentation - Restatement to the accompanying financial statements.Internal Control ConsiderationsManagement has concluded that the errors are a result of the Company's previously disclosed material weaknesses in internal control over financial reporting related to the design and maintenance of effective controls over the period-end financial reporting process, including the classification of various accounts in the consolidated financial statements and the presentation and disclosure of items in the consolidated statements of cash flows. See Part I, Item 4. Controls and Procedures of this Quarterly Report on Form 10-Q/A.Items Amended in this Quarterly Report on Form 10-Q/AThis Quarterly Report on Form 10-Q/A sets forth our Original Report, as amended, in its entirety. Except as described below and set forth in this Quarterly Report on Form 10-Q/A, there were no changes to any other parts of the Original Report. Items included in the Original Report that are not amended by this Quarterly Report on Form 10-Q/A remain unchanged and in effect as of the date of the Original Report. Additionally, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the date of the Original Report or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Report.The following items have been amended in this Quarterly Report on Form 10-Q/A, solely as a result of and to reflect the restatement:•Part 1, Item 1. Financial Statements•Part 1, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations•Part 1, Item 4. Controls and Procedures•Part II, Item 1A. Risk Factors•Part II, Item 6. Exhibits, to include, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications from our Principal Executive Officer and Principal Financial Officer, filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2. | |
| Class A Common Stock | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
| Trading Symbol | EVLV | |
| Security Exchange Name | NASDAQ | |
| Warrants to purchase one share of Class A common stock | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
| Trading Symbol | EVLVW | |
| Security Exchange Name | NASDAQ |