Evolv Technologies Holdings, Inc. General form of registration statement for all companies including face-amount certificate companies

General form of registration statement for all companies including face-amount certificate companies

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

3 Months Ended

6 Months Ended

11 Months Ended

Jun. 30, 2021

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of the restatement on each financial statement


	As Previously
	Reported		Adjustments		As Restated
December 31, 2020
Balance sheet at December 31, 2020 (audited):
Warrant Liability	$	—	$	10,948,000	$	21,519,000
				10,571,000
Class A common stock subject to possible redemption		162,293,000		(10,948,000)		140,774,000
				(10,571,000)
Additional paid-in capital		5,951,000		390,000		16,912,000
				10,571,000
Retained earnings (accumulated deficit)		(951,000)		(390,000)		(11,912,000)
				(10,571,000)
Statement of Operations for the Period from January 24, 2020 (inception) to December 31, 2020 (audited)
Other expense – Costs of issuance of warrants		—		(390,000)		(390,000)
Other expense – Change in value of warrant liability		—		(10,571,000)		(10,571,000)
Total other income (expense)		79,000		(390,000)		(10,882,000)
				(10,571,000)
Net income (loss)		(951,000)		(390,000)		(11,912,000)
				(10,571,000)
Net income (loss) per Class B common share, basic and diluted		(0.24)		(2.73)		(2.97)
Statement of Cash Flows for the Period from January 24, 2020 (inception) to December 31, 2020 (audited)
Cost of warrant issuance included in financing activities		—		(390,000)		(390,000)
Change in fair value of warrant liability		—		(10,571,000)		(10,571,000)
September 30, 2020:
Balance sheet at September 30, 2020 (unaudited):
Warrant Liability	$	—	$	10,948,000		9,468,000
				(1,480,000)
Class A common stock subject to possible redemption		163,128,000		9,468,000		153,660,000
Additional paid-in capital		5,121,000		390,000		4,031,000
				(1,480,000)
Retained earnings (accumulated deficit)		(2,000)		(390,000)		969,000
				1,480,000
Statement of Operations for the Three months ended
September 30, 2020 (unaudited)
Other income – Change in value of warrant liability		—		1,480,000		1,480,000
Other income – Costs of issuance of warrants				(390,000)		(390,000)
Net income (loss)		(119,000)		1,090,000		971,000
Net income (loss) per Class B common share, basic and diluted		(0.03)		0.26		0.23

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)


	As Previously
	Reported	Adjustments	As Restated
Statement of Operations for the Period from January 24, 2020 (inception) to September 30, 2020 (unaudited)
Other income – Change in value of warrant liability	—	1,480,000	1,480,000
Other income – Costs of issuance of warrants	—	(390,000)	(390,000)
Other income (expense)	26,000	1,090,000	1,116,000
Net income (loss)	(121,000)	1,480,000	969,000
		(390,000)
Net income (loss) per Class B common share – basic and diluted	(0.03)	0.25	0.22

Statement of Cash Flows for the Period from January 24, 2020 (inception) to September 30, 2020 and for the Three months ended September 30, 2020
Cost of warrant issuance included in financing activities	—	(390,000)	(390,000)
Change in fair value of warrant liability	—	(1,480,000)	(1,480,000)

Statement of Cash Flows for the Three months ended September 30, 2020
Cost of warrant issuance included in financing activities	—	(390,000)	(390,000)
Change in fair value of warrant liability	—	(1,480,000)	(1,480,000)

Schedule of basic and diluted loss per common share



			For the Period				For the Period
			From January				From January
	Three months		24, 2020 (date		Six months		24, 2020 (date
	Ended		of inception) to		Ended		of inception) to
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020

Net income available to Class A common stockholders:
Interest income	$	9,000	$	—	$	29,000	$	—
Less: Income and franchise taxes		(9,000)		—		(29,000)		—
Net income attributable to Class A common stockholders	$	—	$	—	$	—	$	—


Net income available to Class B common stockholders:
Net loss	$	(7,626,000)	$	(2,000)	$	(11,708,000)	$	(2,000)
Less: amount attributable to Class A common stockholders		—		—		—		—
Net (loss) attributable to Class B common stockholders	$	(7,626,000)	$	(2,000)	$	(11,708,000)	$	(2,000)


			For the
			Period From
			January 24,
	Three months		2020 (date of
	Ended		inception) to
	September 30,		September 30,
	2020		2020
	(As Restated)		(As Restated)
Net income available to Class A common stockholders:
Interest income	$	26,000	$	26,000
Less: Income and franchise taxes		(26,000)		(26,000)
Net income attributable to Class A common stockholders	$	—	$	—

Net income available to Class B common stockholders:
Net loss	$	(119,000)	$	(121,000)
Add: Change in warrant liability		1,480,000		1,480,000
Less: Costs of warrant issuance		—		(390,000)
Less: amount attributable to Class A common stockholders		—		—
Net (loss) attributable to Class B common stockholders	$	1,361,000	$	969,000

Schedule of fair value hierarchy of valuation techniques


	As of			As of
	June 30,			December 31,
Private Warrants:	2021)			2020
Term (in years)		5.0			5.0
Volatility – post announcement		24.1	%		30	%
Risk-free rate		0.87	%		0.47	%
Fair value of warrants	$	1.79		$	1.52
Public Warrants:
Simulated warrant value	$	1.73		$	1.49
Publicly-traded value	$	1.73		$	1.49


			Quoted		Significant		Significant
			Prices		Other		Other
			in Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
Description	2020		(Level 1)		(Level 2)		(Level 3)
Warrant Liabilities:
Public Warrants	$	12,851,000	$	—	$	—	$	12,851,000
Private Placement Warrants	$	8,668,000	$	—	$	—	$	8,668,000
Warrant liability at December 31, 2020	$	21,519,000					$	21,519,000


			Quoted		Significant		Significant
			Prices		Other		Other
			in Active		Observable		Unobservable
	September 30,		Markets		Inputs		Inputs
Description	2020		(Level 1)		(Level 2)		(Level 3)
Warrant Liabilities:
Public Warrants	$	5,705,000	$	—	$	—	$	5,705,000
Private Placement Warrants	$	3,763,000	$	—	$	—	$	3,763,000
Warrant liability at September 30, 2020	$	9,468,000					$	9,468,000

Schedule of quantitative information regarding Level 3 fair value measurements


	At
	August 4
	2020			As of
	(Initial			December 31,
Private Placement Warrants	Measurement)			2020
Stock price	$	9.62		$	10.01
Strike price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility		14.36	%		20.66	%
Risk-free rate		0.275	%		0.469	%
Fair value of private placement warrants	$	0.77		$	1.52


	At
	August 4
	2020			As of
	(Initial			December 31,
Public Warrants	Measurement)			2020
Stock price	$	9.63		$	10.01
Strike price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility		15.00	%		15.0	%
Risk-free rate		0.275	%		0.469	%
Fair value of public warrants	$	0.76		$	1.49


	At
	August 4
	2020			As of
	(Initial			September 30,
Private Placement Warrants	Measurement)			2020
Stock price	$	9.63		$	9.75
Strike price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility – post announcement		15.0	%		12.68	%
Risk-free rate		0.275	%		.351	%
Fair value of private placement warrants	$	0.77		$	0.67


	At
	August 4
	2020			As of
	(Initial			September 30,
Public Warrants	Measurement)			2020
Stock price	$	9.63		$	9.76
Strike price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility – post announcement		15.0	%		15.0	%
Risk-free rate		0.275	%		.351	%
Fair value of public warrants	$	0.77		$	0.66

Schedule of changes in the fair value of warrant liabilities


			Private		Warrant
	Public		Placement		Liabilities
Initial measurement on August 4, 2020, pro forma for overallotment	$	6,584,000	$	4,364,000	$	10,948,000
Change in valuation inputs or other assumptions		6,267,000		4,304,000		10,571,000
Fair value as of December 31, 2020	$	12,851,000	$	8,668,000	$	21,519,000


			Private		Warrant
	Public		Placement		Liabilities
Initial measurement on August 4, 2020, pro forma for overallotment	$	6,584,000	$	4,364,000	$	10,948,000
Change in valuation inputs or other assumptions		(879,000)		(601,000)		(1,480,000)
Fair value as of September 30, 2020	$	5,705,000	$	3,763,000	$	9,468,000

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

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