Statement of Beneficial Ownership (sc 13d)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares

SHARED VOTING POWER

14,926,657 shares

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

14,926,657 shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Evolv Technologies Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

651448102

(CUSIP Number)

Christopher McCain

General Catalyst Partners

20 University Road, 4^th Floor, Cambridge, MA 02138

(617) 234-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 651448102		13D		Page 2 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst GP V, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 3 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Partners V, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 4 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group V, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 5 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Entrepreneurs Fund V, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 6 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group V Supplemental LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 7 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Partners Holdings, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 8 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GCGM Investment Holdings, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 651448102		13D		Page 9 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). David P. Fialkow
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


CUSIP No. 651448102		13D		Page 10 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Joel E. Cutler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


CUSIP No. 651448102		13D		Page 11 of 20 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Hemant Taneja
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA

Schedule 13D

Item 1.

Security and Issuer.

This statement relates to the Class A common stock, $0.0001 par value (the “Common Stock”), of Evolv Technologies Holdings, Inc. (the “Issuer”) having its principal executive office at 500 Totten Pond Road, 4th Floor, Waltham, Massachusetts 02451.

Item 2.

Identity and Background.

This joint statement on Schedule 13D is being filed by General Catalyst Group V, L.P., a Delaware limited partnership (“GC V”), GC Entrepreneurs Fund V, L.P., a Delaware limited partnership (“GCEF V”), and General Catalyst Group V Supplemental, L.P., a Delaware limited partnership (“GC V Supplemental”) (GC V, GCEF V and GC V Supplemental are collectively referred to herein as the “GC Funds”); General Catalyst Partners V, L.P., a Delaware limited partnership (“GC V GPLP”), General Catalyst GP V, LLC, a Delaware limited liability company (“GC V GPLLC”), GC Partners Holdings, L.P., a Delaware limited partnership (“GC Partners Holdings”), GCGM Investment Holdings L.P., a Delaware limited partnership (“GCGM Investment Holdings”), and the Managing Directors (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC V GPLP is the sole general partner of the GC Funds. GC V GPLLC is the sole general partner of GC V GPLP. GCGM Investment Holdings is a limited partner of GC V GPLP. GC Partners Holdings is a limited partner of GCMC Investment Holdings. Joel E. Cutler, David P. Fialkow and Hemant Taneja (collectively, the “Managing Directors”) are Managing Directors of GC V GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

The address of the principal business office of all Reporting Persons, other than Hemant Taneja, is 20 University Road, 4th Floor, Cambridge, MA 02138. The address of the principal business office of Hemant Taneja is 564 University Avenue, Palo Alto, CA 94301.

The principal business of the GC Funds is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of GC V GPLP is to act as the sole general partner of the GC Funds. The principal business of GC V GPLLC is to act as the sole general partner of GC V GPLP. The principal business of GC Partners Holdings is to act as a limited partner of GCGM Investment Holdings. The principal business of GCGM Investment Holdings is to act as a limited partner of GC V GPLP. The principal business of each of the Managing Directors is to manage GCGM Investment Holdings and a number of affiliated entities with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The GC Funds, GC V GPLP, GC Partners Holdings and GCGM Investment Holdings are limited partnerships organized under the laws of the State of Delaware. GC V GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managing Directors is a U.S. citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

On March 5, 2021, the Issuer entered into an Agreement and Plan of Merger, as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the “Merger Agreement”), which provided for a business combination between NHIC Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, and Evolv Technologies, Inc., a Delaware corporation (“Evolv”), with Evolv surviving the merger as a wholly owned subsidiary of the Issuer. On July 16, 2021, the merger closed. The Reporting Persons acquired shares of the Issuer’s Common Stock (i) pursuant to the terms of the Merger Agreement as consideration and in exchange for the

Reporting Person’s holdings in Evolv and (ii) pursuant to that certain Noteholders’ Consent dated June 21, 2021, by and among the noteholders identified therein, the Issuer and Evolv, entered into in connection with the Merger Agreement (collectively, the “GC Shares”). In addition, pursuant to the terms of the Merger Agreement, the Reporting Persons acquired performance rights (the “GC Performance Rights” and, together with the GC Shares, the “GC Securities”). Each performance right represents a contingent right to receive one Earn-Out Share (as defined below) if, within a five-year period following the signing date of the Merger Agreement, the closing share price of the Issuer’s Common Stock equals or exceeds any of three thresholds over any 20 trading days within a 30-day trading period (each, a “Triggering Event”).

Item 4.

Purpose of Transaction.

On March 5, 2021, the Issuer entered into an Agreement and Plan of Merger, as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021, with Evolv and NHIC Sub Inc. Upon the terms and subject to the conditions of the Merger Agreement, NHIC Sub Inc. merged with and into Evolv, with Evolv surviving as a wholly owned subsidiary of the Issuer. The Merger Agreement was unanimously approved by the Board of Directors of the Issuer and was approved by the requisite stockholders of the Issuer.

Pursuant to the Merger Agreement, immediately prior to the effective time of the merger (the “Effective Time”), (i) each issued and outstanding share of Evolv’s preferred stock, par value $0.001 per share (the “Evolv Preferred Stock”), converted into shares of the common stock, par value $0.001 per share, of Evolv (the “Evolv Common Stock”), at the then-applicable conversion rates and (ii) each issued and outstanding convertible promissory note of Evolv (the “Evolv Convertible Notes”) converted into shares of Evolv Common Stock in accordance with the then-applicable conversion rates. At the Effective Time, each share of Evolv Common Stock (including shares outstanding as a result of the conversion of the Evolv Preferred Stock, the Evolv Convertible Notes and warrants to purchase shares of Evolv Common Stock (the “Evolv Warrants”) but excluding shares the holders of which perfect rights of appraisal under Delaware law) converted into the right to receive such number of shares of the Issuer’s Common Stock equal to the Exchange Ratio and a number of Earn-Out Shares (as defined below). The Exchange Ratio is defined in the Merger Agreement to be 125,000,000 divided by the number of outstanding shares of Evolv Common Stock and options to purchase shares of Evolv Common Stock as of immediately prior to the Effective Time, after giving effect to the conversion of the Evolv Preferred Stock, Evolv Convertible Notes and Evolv Warrants and as further adjusted pursuant to the Merger Agreement.

Following the closing of the merger, former holders of shares of Evolv Common Stock (including shares received as a result of the conversion of the Evolv Preferred Stock, Evolv Convertible Notes and Evolv Warrants) and former holders of Evolv stock options are entitled to receive their pro rata share of up to 15,000,000 additional shares of the Issuer’s Common Stock (the “Earn-Out Shares”) if, within a five-year period following the signing date of the Merger Agreement, a Triggering Event occurs.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger and the First Amendment to Agreement and Plan of Merger, copies of which are attached hereto as Exhibits 99.2 and 99.3, respectively, and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

(a)

GC V is the record owner of 12,774,845 of the GC Shares and 1,540,903 of the GC Performance Rights. As the sole general partner of GC V, GC V GPLP may be deemed to own beneficially such GC Securities. As the sole general partner of GC V GPLP, GC V GPLLC may be deemed to own beneficially such GC Securities. GCEF V is the record owner of 271,865 of the GC Shares and 32,725 of the GC Performance Rights. As the sole general partner of GCEF V, GC V GPLP may be deemed to own beneficially such GC Securities. As the sole general partner of GC V GPLP, GC V GPLLC may be deemed to own beneficially such GC Securities. GC V Supplemental is the record owner of 279,438 of the GC Shares and 26,881 of the GC Performance Rights. As the sole general partner of GC V Supplemental, GC V GPLP may be deemed to own beneficially such GC Securities. As the sole general partner of GC V GPLP, GC V GPLLC may be deemed to own beneficially such GC Securities. As a limited partner of GC V GPLP, GCGM

Investment Holdings has a pecuniary interest in the GC Securities. As a limited partner of GCGM Investment Holdings, GC Partners Holdings has a pecuniary interest in the GC Securities. As Managing Directors of GC V GPLLC, each of the Managing Directors may be deemed to own beneficially the GC Securities.

Each Reporting Person disclaims beneficial ownership of the GC Securities except for the shares, if any, such Reporting Person holds of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 142,260,102 shares of Common Stock reported to be outstanding by the Issuer on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2021.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets.

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets.

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets.

(c)

Except for the transactions described above in Item 3 of this Schedule 13D, there were no other transactions effected by the Reporting Persons in the Issuer’s Common Stock within the sixty (60) days prior to July 16, 2021.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirely in this Item 6.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 – Agreement regarding joint filing Schedule 13D

Exhibit 99.2 – Agreement and Plan of Merger dated as of March 5, 2021, by and among NewHold Investment Corp., NHIC Sub Inc. and Evolv Technologies, Inc. (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K (File No. 001-39417) filed with the Commission on March 8, 2021)

Exhibit 99.3 – First Amendment to Agreement and Plan of Merger dated as of June 5, 2021, by and among NewHold Investment Corp., NHIC Sub Inc. and Evolv Technologies, Inc. (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K (File No. 001-39417) filed with the Commission on June 9, 2021)

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


EXECUTED this 26^th day of July, 2021.

GENERAL CATALYST GROUP V, L.P.

By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner

	By:	GENERAL CATALYST GP V, LLC
		its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


GENERAL CATALYST GROUP V SUPPLEMENTAL, L.P.

By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner

	By:	GENERAL CATALYST GP V, LLC
		its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer

GC ENTREPRENEURS FUND V, L.P.

By:	GENERAL CATALYST PARTNERS V, L.P.
	its General Partner

	By:	GENERAL CATALYST GP V, LLC
		its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


GENERAL CATALYST PARTNERS V, L.P.

By:	GENERAL CATALYST GP V, LLC
	its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer

GC PARTNERS HOLDINGS, L.P.

By:	GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
	its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer

GENERAL CATALYST GP V, LLC

By:	/s/ Christopher McCain
	Christopher McCain
	Chief Legal Officer

GCGM INVESTMENT HOLDINGS, L.P.

By:	GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
	its General Partner

		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


*
Joel E. Cutler

*
David P. Fialkow

*
Hemant Taneja

* By:		/s/ Christopher McCain
		Christopher McCain as Attorney-in-Fact

This Schedule 13D was executed by Christopher McCain on behalf of the Managing Directors pursuant to Powers of Attorney filed as Exhibit 24.2 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.

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