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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0002043279 XXXXXXXX LIVE 1 Class A Common Stock 08/15/2025 false 0001805385 30049H102 Evolv Technologies Holdings, Inc. 500 TOTTEN POND ROAD 4TH FLOOR WALTHAM MA 02451 Rajiv P. Shah 650-503-9750 c/o Stoic Point Capital Management LLC 155 Forest Avenue Palo Alto CA 94301 Daniel N. Webb, Esq. 650-251-5095 Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto CA 94304 0002043279 N Stoic Point Capital Management LLC b OO N DE 0 1708495.00 0 5396901.00 5396901.00 N 3.1 OO Y Rajiv P. Shah b OO N X1 0 1708495.00 0 5396901.00 5396901.00 N 3.1 IN Y Cullen J. Rose b OO N X1 0 1708495.00 0 5396901.00 5396901.00 N 3.1 IN Class A Common Stock Evolv Technologies Holdings, Inc. 500 TOTTEN POND ROAD 4TH FLOOR WALTHAM MA 02451 This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Evolve Technologies Holdings, Inc. (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed on January 30, 2025 (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons acquired beneficial ownership of the securities reported herein at a cost of approximately $13,847,006. The source of funds used to acquire such position was from working capital of private funds and SMAs they manage. Item 5 of the Schedule 13D is hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 5,396,901 shares of the Issuer's Class A Common Stock, representing 3.1% of the outstanding shares of Class A Common Stock, based on 171,891,467 shares of Class A Common Stock of the Issuer outstanding as of August 11, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. The beneficial ownership reported herein consists of 1,708,495 shares held by Funds and 3,688,406 shares held by SMAs they manage. See Item 5(a) above. Except as set forth on Schedule A attached hereto, none of the Reporting Persons has effected any transaction in Class A Common Stock during the past sixty days. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons or the private funds and/or SMAs they manage, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting Persons. As of May 22, 2025, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock. Stoic Point Capital Management LLC /s/ Rajiv P. Shah Rajiv P. Shah, Managing Member 08/19/2025 Rajiv P. Shah /s/ Rajiv P. Shah Rajiv P. Shah 08/19/2025 Cullen J. Rose /s/ Cullen J. Rose Cullen J. Rose 08/19/2025