Evolv Technologies Holdings Inc 2025年季度报告

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended September 30, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 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) 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 thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo 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 October25, 2024, the Board of Directors (the “Board”) of Evolv Technologies Holdings, Inc. (“we,” “us,” “our,” the “Company” and “Evolv”)determined on October 24, 2024 that the Company’s previously issued consolidated financial statements and other financial data for the fiscalyears 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 ended June 30, 2022, September 30, 2022, March31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 contained in its Quarterly Reports on Form 10-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 financialinformation for the three and nine months ended September 30, 2023 (the "Form 10-Q") is included herein and we have not filed, and do notintend to file, amendments to any of our filings that we have previously filed with the SEC. Information with respect to the impact of therestatement on other Non-Reliance Periods is included in Annual Report on Form 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, commencedan investigation (the “Investigation”) of the Company’s sales practices, including whether certain sales of products and subscriptions to channelpartners 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 toextra-contractual terms and conditions, some of which were not shared with the Company’s accounting personnel, and that certain Companypersonnel engaged in misconduct in connection with those transactions. Furthermore, these extra-contractual terms and conditions were withheldfrom the Company’s Audit Committee of the Board (the “Audit Committee”) and the Company’s independent registered public accounting firm,PricewaterhouseCoopers LLP (“PwC”). The Committee also determined that certain accounting personnel were aware of indications of theseextra-contractual terms and conditions during affected periods, and that related allegations were raised internally in July 2024 and known tose