Evolv Technologies Holdings Inc 2025年季度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2024OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ toCommission file number:001-39417___________________________________ Evolv Technologies Holdings, Inc.(Exact Name of Registrant as Specified in Its Charter) ___________________________________ (State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) 500 Totten Pond Road,4th FloorWaltham,Massachusetts02451(Address of Principal Executive Offices) (781)374-8100(Registrant’s Telephone Number, Including Area Code) N/A(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesoNox 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 thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of April21, 2025, there were163,470,325shares of Class A common stock, par value $0.0001 per share, outstanding. EXPLANATORY NOTE Introduction As previously announced in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 25, 2024, the Board ofDirectors (the “Board”) of Evolv Technologies Holdings, Inc. (“we,” “us,” “our,” the “Company” and “Evolv”) determined on October 24, 2024 that the Company’spreviously issued consolidated financial statements and other financial data for the fiscal years ended December 31, 2022 and December 31, 2023 contained in its Annual Report on Form 10-K for the year ended December 31, 2023, and its condensed consolidated financial statements for the quarters and year-to-date periods endedJune 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 contained in its Quarterly Reports on Form10-Q (collectively, the “Non-Reliance Periods”), should no longer be relied upon because of misstatements related to accounting for certain sales transactions. As aresult of these misstatements, the Company is restating certain financial information for the Non-Reliance Periods. The restated interim financial information for thethree and nine months ended September 30, 2023 (the "Form 10-Q") is included herein and we have not filed, and do not intend to file, amendments to any of our filingsthat we have previously filed with the SEC. Information with respect to the impact of the restatement on other Non-Reliance Periods is included in Annual Report onForm 10-K for the year ended December 31, 2024. Restatement Background In September 2024, an ad hoc committee of independent directors (the “Committee”) of the Board, under the direction of the Board, commenced an investigation (the“Investigation”) of the Company’s sales practices, including whether certain sales of products and subscriptions to channel partners and end users were subject to extra-contractual terms and conditions that impacted revenue recognition and other metrics, and if so, when senior Company personnel became aware of these issues. As a result of the Investigation, the Committee determined that certain sales, including sales to one of its largest channel partners, were subject to extra-contractual termsand conditions, some of which were not shared with the Company’s accounting personnel, and that certain Company personnel engaged in misconduct in connectionwith those transactions. Furthermore, these extra-contractual terms and conditions were withheld from the Company’s Audit Committee of the Board (the “AuditCommittee”) and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). The Committee also determined that certainaccounting personnel were aware of indications of these extra-contractual terms and conditions during affected periods, and that related allegati