EVOL Evolving Systems Inc

SCHEDULE 13D

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer

This Schedule 13D relates to the Common Shares of the Issuer whose principal offices are located at 9800 Pyramid Ct., Suite 400, Englewood, Colorado, 80112

Item 2. Identity and Background

Item 3. Source and amount of Funds or other Consideration

CCUR has entered into certain agreements (the “Exchange Agreements”) to exchange Common Shares owned by certain holders of Common Shares for preferred stock to be issued by CCUR.

Item 4. Purpose of the Transaction

The purpose of this Schedule 13D is to report that CCUR has acquired Common Shares, as reported herein, pursuant to certain Exchange Agreements.

CCUR believes that the Issuer’s cost structure would be more favorable if it were no longer a company reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which could potentially lead to a significant improvement in Issuer stockholder value. CCUR strongly encourages the Issuer to explore all options related to “going dark” and ceasing to be an Exchange Act reporting company.

Except as described this Item 4, CCUR does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. CCUR reserves the right to change its plans and take any and all actions that CCUR may deem appropriate to maximize the value of its investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by it, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by CCUR in light of its general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. CCUR may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

Item 5. Interest in Securities of the Issuer

The aggregate percentage of Common Shares reported owned by CCUR is based upon 10,831,992 Common Shares determined by subtracting the 1,501,192 Common Shares reported tendered on June 28, 2022 in the Issuer’s TO-I/A from the 12,333,184 Common Shares reported as issued and outstanding on May 10, 2022 in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2022.

Percentage: Approximately 59.0 %

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,396,174

4. Shared power to dispose or direct the disposition: 0

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On the dates indicated on Schedule A hereto, CCUR entered into an Exchange Agreement with certain holders of the Common Shares. Upon mutual execution of each Exchange Agreement, CCUR acquired the beneficial ownership of the subject Common Shares. Upon a subsequent closing, to occur no later than January 31, 2023, CCUR will acquire full ownership of the subject Common Shares.

CCUR will amend this Item 6 should any additional Exchange Agreements be entered into with any additional holders of Common Shares. To the extent permitted by law, if any investors or holders of Common Shares have questions or would like to discuss the transactions contemplated by the Exchange Agreements, please contact CCUR at info@ccurholdings.com or (770) 305-6434.

Item 7. Material to be Filed as Exhibits

Ex. A Form of Exchange Agreement

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.

Dated: August 1, 2022

CCUR HOLDINGS, INC.

By: /s/ Igor Volshteyn
Name: Igor Volshteyn
Title: President and CEO

SCHEDULE A

Exhibit A

Form of Exchange Agreement

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT, made this day of                    , 2022 (“Transfer Agreement”), by and among CCUR Holdings, Inc. a Delaware corporation (“CCUR") and              ,                  (“XXXX”) (each a “Transferor” and together the “Transferors").

WHEREAS, the Transferors desire to transfer                        shares of the common stock of Symbolic Logic, Inc. (“Symbolic Shares”) to CCUR in exchange for                           ^[1] shares of preferred stock of CCUR, par value $100.00 (“CCUR Preferred Stock” and together with the Symbolic Share the “Transferred Property”) of equal value,

THERFOR, in consideration for the transfer of property and the representation set out herein the Transferors agree to the following:

^[1] The amount of CCUR Preferred Stock will be determined based on the final agreed-upon book value of Symbolic Logic, Inc. common stock.

^[2] The amount of CCUR Preferred Stock will be determined based on the final agreed-upon book value of Symbolic Logic, Inc. common stock.

If to:

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the parties have executed under seal, or caused to be executed by their duly authorized corporate officers and their corporate seals affixed, this Property Transfer Agreement all as of the date first above written.