Item 2.02 Results of Operations and Financial Condition.

On August 16, 2021, Evolv Technologies Holdings, Inc. (the "Company") announced financial results for the three months ended June 30, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 4.01 Changes in Registrant's Certifying Accountant.

(b) On August 11, 2021, the audit committee of the Company's board of directors approved the engagement of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm to perform independent audit services for the Company for the fiscal year ending December 31, 2021, beginning with the Company's fiscal quarter ending June 30, 2021, effective immediately. During the period from January 24, 2020 (inception) to December 31, 2020, and the subsequent interim period through August 11, 2021, the Company did not consult with PwC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description

  99.1          Press Release, dated August 16, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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