EVLV Evolv Technologies Holdings Inc

CUSIP No. 30049H102

*Lux Ventures III, L.P. (“LVIII”) and Lux Ventures III Special Founders Fund, L.P. (“LVSFF”) directly own an aggregate of 7,371,640 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Evolv Technologies Holdings, Inc. (the “Issuer”), representing approximately 5.1% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. Lux Venture Partners III, LLC (“LVPIII”) is the general partner of both LVIII and LVSFF and exercises voting and dispositive power over the shares of Common Stock owned by each of LVIII and LVSFF. Peter Hebert and Joshua Wolfe are the individual managing members of LVPIII and may be deemed to beneficially own the aggregate 7,371,640 shares of Common Stock owned directly by LVIII and LVSFF, or 5.1% of the shares of Common Stock deemed issued and outstanding as of the filing date of this report (the “Report Date”).

This report shall not be deemed an admission that LVPIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVPIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*LVIII directly owns 7,367,195 shares of Common Stock, representing approximately 5.1% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. LVPIII is the general partner of LVIII and exercises voting and dispositive power over the shares of Common Stock owned by LVIII. Peter Hebert and Joshua Wolfe are the individual managing members of LVPIII and may be deemed to beneficially own the 7,367,195 shares of the Common Stock owned directly by LVIII, or 5.1% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LVIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*LVSFF directly owns 4,445 shares of Common Stock, representing less than 0.1% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. LVPIII is the general partner of LVSFF and exercises voting and dispositive power over the shares of Common Stock owned by LVSFF. Peter Hebert and Joshua Wolfe are the individual managing members of LVPIII and may be deemed to beneficially own the 4,445 shares of the Common Stock owned directly by LVSFF, or less than 0.1% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LVSFF is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVSFF disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*Lux Ventures Cayman III, L.P. (“LVCIII”) directly owns 270,297 shares of the Issuer’s Common Stock, representing approximately 0.2% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. Lux Venture Partners Cayman III, LLC (“LVPCIII”) is the general partner of LVCIII and exercises voting and dispositive power over the shares of Common Stock owned by LVCIII. Peter Hebert and Joshua Wolfe are the individual managing members of LVCPIII and may be deemed to beneficially own the 270,927 shares of Common Stock owned directly by LVCIII, or 0.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LVPCIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVPCIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*LVCIII directly owns 270,927 shares of Common Stock, representing approximately 0.2% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. LVPCIII is the general partner of LVCIII and exercises voting and dispositive power over the shares of Common Stock owned by LVCIII. Peter Hebert and Joshua Wolfe are the individual managing members of LVPCIII and may be deemed to beneficially own the 270,927 shares of the Common Stock owned directly by LVCIII, or 0.2% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LVCIII is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LVCIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*Lux Co-Invest Opportunities, L.P. (“LCIO”) directly owns 1,973,158 shares of the Issuer’s Common Stock, representing approximately 1.4% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. Lux Co-Invest Partners, LLC (“LCIP”) is the general partner of LCIO and exercises voting and dispositive power over the shares of Common Stock owned by LCIO. Peter Hebert and Joshua Wolfe are the individual managing members of LCIP and may be deemed to beneficially own the 1,973,158 shares of Common Stock owned directly by LCIO, or 1.4% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LCIP is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*LCIO directly owns 1,973,158 shares of Common Stock, representing approximately 1.4% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. LCIP is the general partner of LCIO and exercises voting and dispositive power over the shares of Common Stock owned by LCIO. Peter Hebert and Joshua Wolfe are the individual managing members of LCIP and may be deemed to beneficially own the 1,973,158 shares of the Common Stock owned directly by LCIO, or 1.4% of the shares of Common Stock deemed issued and outstanding as of the Report Date.

This report shall not be deemed an admission that LCIO is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and LCIO disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

CUSIP No. 30049H102

*Peter Hebert may be deemed to beneficially own, in the aggregate, 9,615,725 shares of Common Stock, representing approximately 6.7% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. The number of shares of Common Stock reported as beneficially owned by Mr. Hebert are held by LVIII, LVSFF, LVCIII and LCIO (collectively, the “LV Funds”). Mr. Hebert serves as one of two managing members of the LV Funds and may be deemed to beneficially own the 9,615,725 shares of Common Stock held by the LV Funds as of the Report Date.

This report shall not be deemed an admission that Mr. Hebert is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

CUSIP No. 30049H102

* Joshua Wolfe may be deemed to beneficially own, in the aggregate, 9,615,725 shares of Common Stock, representing approximately 6.7% of the 144,156,686 shares of Common Stock outstanding as of August 17, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 18, 2022. The number of shares of Common Stock reported as beneficially owned are held by the LV Funds. Mr. Wolfe serves as one of two managing members of the LV Funds and may be deemed to beneficially own the 9,615,725 shares of Common Stock held by the LV Funds as of the Report Date.

This report shall not be deemed an admission that Mr. Wolfe is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and he disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Item 5 is amended to add the following disclosure:

On August 25, 2022, LVIII, LVCIII and LVSFF effected pro rata distributions of an aggregate of 3,275,387 shares of Common Stock to their partners. No additional consideration was paid by or to any person or entity in connection with such pro rata distributions.

As a result of such pro rata distributions, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, LVPIII may be deemed to beneficially own 7,371,640 shares of Common Stock, representing approximately 5.1% of the issued and outstanding shares of Common Stock deemed outstanding as of the date hereof, LVPCIII may be deemed to beneficially own 270,927 shares of Common Stock, representing approximately 0.2% of the issued and outstanding shares of Common Stock deemed outstanding as of the date hereof, LCIO may be deemed to beneficially own 1,973,158 shares of Common Stock, representing approximately 1.4% of the issued and outstanding shares of Common Stock deemed outstanding as of the date hereof, and Messrs. Hebert and Wolfe, as the managing members of the LV Funds, may be deemed to beneficially own, in the aggregate, 9,615,725 shares of Common Stock held by the LV Funds, representing approximately 6.7% of the Issuer’s issued and outstanding shares of Common Stock as of the Report Date.

Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transaction in the Common Stock, or securities convertible into, exercisable for or exchangeable for, shares of Common Stock in the last 60 days.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 6, 2022