Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
March 28 2022 - 4:58PM
Edgar (US Regulatory)
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)
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Delaware |
7372 |
84-4473840 |
|
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(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 |
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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.
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.
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EVOLV TECHNOLOGIES
HOLDINGS, INC. |
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By: |
/s/ Peter George |
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|
Peter George |
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|
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 |
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Title |
|
Date |
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/s/
Peter George |
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President, Chief
Executive Officer and Director (principal executive
officer) |
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March 28,
2022 |
Peter
George |
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|
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/s/
Mario Ramos |
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Chief
Financial Officer (principal financial officer and principal |
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March 28,
2022 |
Mario Ramos |
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accounting officer) and Chief Risk Officer |
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* |
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Chairman
of the Board |
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March 28,
2022 |
Alan
Cohen |
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* |
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Director |
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March 28,
2022 |
Kevin
Charlton |
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* |
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Director |
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March 28,
2022 |
Michael
Ellenbogen |
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* |
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Director |
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March 28,
2022 |
Neil
Glat |
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* |
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Director |
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March 28,
2022 |
David
Orfao |
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* |
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Director |
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March
28, 2022 |
Merline
Saintil |
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Director |
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March 28,
2022 |
John Kedzierski |
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* |
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Director |
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March 28,
2022 |
Kimberly
Sheehy |
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* |
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Director |
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March 28,
2022 |
Mark
Sullivan |
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* |
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Director |
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March 28,
2022 |
Bilal
Zuberi |
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*By: |
/s/
Peter George |
|
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Peter George |
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Attorney-in-Fact |
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