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CORRESP
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September 21, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Claire DeLabar, Senior Staff Accountant

  Robert Littlepage, Accountant Branch Chief

Re: Evolv Technologies Holdings, Inc.

  Form 10-K for the Fiscal Year Ended December 31,
2021, Filed March 28, 2022

  Form 10-Q for the Period Ended June 30,
2022, Filed August 18, 2022

  File No. 001-39417

To the addressees set forth above:

This letter sets forth the
response of Evolv Technologies Holdings, Inc. (the “Company,” “Evolv,”
 “we,” “our” and “us”) to the comment provided by the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated September 7, 2022 (the “Comment Letter”) with respect to the Company’s
Form 10-K for the Fiscal Year Ended December 31, 2021 (the “Form 10-K”) filed with the Commission
on March 28, 2022 and the Company’s Form 10-Q for the Period Ended June 30, 2022 filed with the Commission on August 18,
2022 (the “Form 10-Q”).

For your convenience, we have
reproduced the comment of the Staff exactly as given in the Comment Letter in bold and italics below and set forth below the comment the
Company’s response.

Form 10-Q for the Period Ended June 30,
2022 filed August 18, 2022

Financial Statements

Note 1. Nature of the Business and Basis of
Presentation

Revision of Prior Period Financial Statements,
page F-6

 1. Refer to your conclusion on pages F-6 and page 1 of MD&A that the errors you identified
and their related impacts were not material.  We note that the adjustments to the audited statements of cash flows for the year ended
December 31, 2021 in Note 21 on page F-38 appear to be significant to cash flows from operating activities and cash flows from
investing activities.  We also note that you included the June 30, 2022 disclosures in your Form 424B3 filed August 18,
2022.  Please provide us a detailed analysis that supports your conclusion that the identified errors are not material to all of
the periods presented, and in particular to your audited financial statements included in the most recent Form 424B3 in light
of the above.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has evaluated the errors in accordance with Accounting Standard Codification 250,
Accounting Changes and Error Corrections (“ASC 250”) and SEC Staff Accounting Bulletin (“SAB”)
Topics 1.M and 1.N (formerly referred to as SAB Nos. 99 and 108, respectively). The Company evaluated the errors both individually and
in the aggregate, and considered both quantitative and qualitative factors to evaluate whether the errors were material to the Company’s
financial statements taken as a whole.

Background

In preparing its financial
statements for the quarter ended June 30, 2022, the Company identified errors in its previously issued financial statements. As discussed
in more detail below, several factors led to the identification of these errors, including the hiring of additional personnel and the
implementation of a new enterprise resource planning (“ERP”) system. The errors identified by the Company were
as follows:

● Certain equipment under lease or held for lease was inaccurately classified as inventory on the consolidated
balance sheets, and the cash outflows related to the equipment under lease or held for lease were misclassified as operating cash outflows
on the consolidated statements of cash flows.

For context, the Company either sells
or leases its equipment to customers (lease transactions are primarily under operating lease-type arrangements). Equipment leased or held
for lease is classified as a long-lived asset (PP&E) on the balance sheet and equipment to be sold to customers is classified as inventory.
As it pertains to the statement of cash flows, the Company’s policy under ASC 230, Statement of Cash Flows, is that cash
payments for equipment leased or to be leased are classified as investing cash outflows and cash payments for equipment to be sold are
classified as operating cash outflows.

Prior to the quarter ended September 30,
2021, the Company was classifying cash payments for equipment that was leased during the quarter as investing cash outflows and the remaining
cash payments for equipment as operating cash outflows. In connection with the preparation of its financial statements for the quarter
ended June 30, 2022, the Company determined that for the nine months ended September 30, 2021, the year ended December 31,
2021, and the three ended March 31, 2022, all cash payments for equipment were reported as operating cash outflows and equipment
that was leased in the quarter was disclosed as a non-cash investing activity described as “transfer of inventory to property and
equipment.”

This resulted in a classification error
as certain of the cash payments should have been classified as investing activities, as had been done prior to the quarter ended September 30,
2021. Additionally, the Company identified other minor errors in the calculation of the split between operating and investing activities
for these equipment-related cash payments, as well as balance sheet classification errors between inventory and PP&E.

The statement of cash flows misclassification
had the effect of overstating the total cash outflow from operating activities by $7.9 million, $12.8 million and $6.4 million, or 19%,
23%, and 22% for the nine months ended September 30, 2021, for the year ended December 31, 2021 and for the three months ended
March 31, 2022, respectively.

     2

● Certain cost of subscription revenue related expenses and cost of service revenue related expenses were
inaccurately classified as sales and marketing expenses on the consolidated statements of operations and comprehensive income (loss).
These expenses related primarily to field service costs, product installation, and customer support, which are services the Company provides
pursuant to its subscription and service contracts with customers. This error was a classification error within the consolidated statements
of operations and comprehensive income (loss) and did not have any impact on operating income (loss) or net income (loss) for any period.

This error had the effect of overstating
sales and marketing expense, understating cost of sales and overstating gross profit by $0.3 million, $0.5 million, $0.8 million, $1.0
million and $1.0 million for the three months ended March 31, 2021, June 30, 2021, September 30, 2021, December 31,
2021 and March 31, 2022, respectively, and $2.6 million for the year ended December 31, 2021.

● The vesting of warrants related to the Business Development Agreement with Finback Evolv OBH, LLC (“Finback”)
was not accounted for appropriately. Under the Business Development Agreement, Finback vests in warrants of the Company’s public
stock for each “lead” or “assist” they provide that results in the sale of the Company’s product to a customer.
Due to an internal control deficiency related to the tracking of Finback’s participation in the generation of sales leads and assists,
the Company did not recognize expense, or recognized expense in the incorrect period, related to the vesting of warrants for certain sales
contracts whereby Finback served in a lead or assist capacity.

This error had the effect of understating
sales and marketing expense by $0.9 million and $0.1 million for the years ended December 31, 2020 and 2021, respectively. In relation
to the quarterly periods within the year ended December 31, 2021, the error had the effect of understating (overstating) sales and
marketing expense by ($0.8) million, $0.5 million, $1.0 million and ($0.6) million for the quarters ended March 31, 2021, June 30,
2021, September 30, 2021 and December 31, 2021, respectively. The impact of the error to the quarter ended March 31, 2022
was an overstatement of sales and marketing expense of $0.2 million.

The
identified errors impacted the Company's previously issued financial statements for the years ended December 31, 2020 and 2021 and
the quarters ended March 31, 2021, June 30, 2021, September 30, 2021, and March 31, 2022. In order to enhance comparability
of its financial statements, the Company revised its prior period financial statements to correct the foregoing errors and included a
revision footnote in its financial statements included in its Form 10-Q for the quarter ended June 30, 2022. Additionally, as
part of the revision, the Company made adjustments to correct for all previously identified immaterial errors (for example, as previously
disclosed in its Form 10-Q for the quarter ended March 31, 2022, the Company had recorded immaterial out-of-period adjustments
in its consolidated statement of operations for the three months ended March 31, 2022 and as part of the revision, made adjustments
to correct those errors in the proper prior periods).

Several factors led to the
identification of the aforementioned errors. In response to the previously identified material weaknesses, the Company recently hired
additional accounting and internal audit personnel to enhance its technical accounting, financial reporting, and internal control capabilities
and expertise. As a result of these hirings, the Company put in place new controls and procedures, and enhanced existing controls and
procedures, related to the review of financial statement presentation and disclosure (including the cash flow statement), the approval
of journal entries, and the documentation and analysis of technical accounting matters. Further, the Company implemented a new ERP system
during the quarter ended June 30, 2022. While mapping the account and entity structures between the old ERP and new ERP, the Company
reviewed its accounting for certain general ledger accounts and departments which, for example, resulted in the identification of the
misclassification of expense between cost of sales and sales and marketing expense, as described in the second bullet point above.

     3

Analysis

In performing its analysis
of the identified errors, the Company also referenced the statement released on March 9, 2022 by Paul Munter, Acting Chief Accountant
of the SEC, entitled “Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors.” Accordingly,
when considering the materiality of the errors, management completed a holistic and objective assessment to determine whether there is
a substantial likelihood that the errors would be important to a reasonable investor by significantly altering the total mix of information
available. In addition, management considered the relative importance of the impacted financial measures given the Company’s stage
and strategy, the key metrics considered by the Company’s analysts and investors, and the impact on reported trends of financial
results.

Evolv is an early stage technology
company with revenue (as revised) of $5.4 million for the year ended December 31, 2020 and $23.4 million for the year ended December 31,
2021. Management is focused on certain metrics that align with the Company’s revenue growth strategy and business model. The Company
internally tracks and externally reports certain growth-related metrics, including annual recurring revenue, new customer growth, remaining
performance obligations, and total contract value. The Company is currently covered by sell-side analysts at four investment firms: Stifel,
Cowen, Imperial Capital and Northland Capital Markets (the Company’s “Analysts”) and has a number
of large institutional investors (the Company’s “Investors”). The Company’s discussions with its
Analysts and Investors, as well as commentary within the reports issued periodically by the Analysts, are heavily focused on revenue and
growth-related metrics. While the Analysts do report out and provide commentary on metrics such as gross margin, EBITDA, and EPS, each
Analyst uses Enterprise Value-to-Revenue as their primary valuation method, as opposed to cash flow multiples or earnings-based multiples.
Further, the Company has maintained a very strong cash position since becoming a public company in mid-2021. Accordingly, the Analysts
provide commentary in their reports on the Company’s overall liquidity and “cash burn” as opposed to the specific nature
or classification of the Company’s cash flows, and the Company receives very few questions and clarification requests from its Analysts
and Investors regarding the Company’s cash flow statement or profitability in general.

The following chart sets forth
the impact of the errors that were revised for on selected financial statement line items of the Company’s audited financial statements
as of and for the years ended December 31, 2021 and 2020 and the unaudited quarterly financial statements for the three months ended
March 31, 2021, the three and six months ended June 30, 2021, the three and nine months ended September 30, 2021, the three
months ended December 31, 2021 (as derived), and the three months ended March 31, 2022:

     4

    As of and for the Year Ended December 31, 2020

    (in thousands, except per share information)
    As Previously
 Reported
    Adjustments
    As Revised

    Balance Sheet

    Current Assets
    $ 10,309
    $ (515 )
    $ 9,794

    Long-Term Assets
      11,046
      925
      11,971

    Total Assets
      21,355
      410
      21,765

    Current Liabilities
      12,119
      529
      12,648

    Long-Term Liabilities
      18,045
      -
      18,045

    Total Liabilities
      30,164
      529
      30,693

    Equity & Convertible Preferred Stock
      (8,809 )
      (119 )
      (8,928 )

    Statement of Operations

    Revenue
      4,785
      596
      5,381

    Gross Profit
      1,289
      33
      1,322

    Operating loss
      (26,896 )
      (1,149 )
      (28,045 )

    Net loss
      (27,392 )
      (1,035 )
      (28,427 )

    Earnings per share, basic and diluted
      (3.07 )
      (0.11 )
      (3.18 )

    Statement of Cash Flows

    Operating Activities
      (23,254 )
      (348 )
      (23,602 )

    Investing Activities
      (6,609 )
      348
      (6,261 )

    Financing Activities
      17,226
      -
      17,226

    As of and for the Year Ended December 31, 2021

    (in thousands, except per share information)
    As Previously
 Reported
    Adjustments
    As Revised

    Balance Sheet

    Current Assets
    $ 333,660
    $ (2,540 )
    $ 331,120

    Long-Term Assets
      29,405
      2,332
      31,737

    Total Assets
      363,065
      (208 )
      362,857

    Current Liabilities
      24,371
      (41 )
      24,330

    Long-Term Liabilities
      47,856
      397
      48,253

    Total Liabilities
      72,227
      356
      72,583

    Equity
      290,838
      (564 )
      290,274

    Statement of Operations

    Revenue
      23,692
      (299 )
      23,393

    Gross Profit
      6,641
      (2,612 )
      4,029

    Operating loss
      (54,061 )
      (1,205 )
      (55,266 )

    Net loss
      (10,858 )
      (30 )
      (10,888 )

    Earnings per share, basic and diluted
      (0.15 )
      (0.00 )
      (0.15 )

    Statement of Cash Flows

    Operating Activities
      (69,628 )
      12,847
      (56,781 )

    Investing Activities
      (4,738 )
      (12,847 )
      (17,585 )

    Financing Activities
      377,829
      -
      377,829

     5

    Three Months ended March 31, 2021

    (in thousands, except per share information)
    As Previously

 Reported
    Adjustments
    As Revised

    Statement of Operations

    Revenue
    $ 3,999
    $ (306 )
    $ 3,693

    Gross Profit
      1,048
      (599 )
      449

    Operating loss
      (9,147 )
      196
      (8,951 )

    Net loss
      (13,755 )
      249
      (13,506 )

    Earnings per share, basic