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October 30, 2023
Daniel Gilcher
Interim Chief Financial Officer and Director
Holdco Nuvo Group D.G Ltd.
Nuvo Group USA, Inc.
c/o Kelly Lundy
300 Witherspoon Street, Suite 201
Princeton, NJ 08542
Re:Holdco Nuvo Group D.G Ltd.
Registration Statement on Form F-4 filed September 29, 2023
Filed September 29, 2023
File No. 333-274803
Dear Daniel Gilcher:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed September 29, 2023
Cover Page
1.Please revise the cover page to provide the percentage of beneficial ownership for each
group in full redemption and interim redemption scenarios.  We note the no redemption
scenario also assumes no PIPE is consummated in connection with the transaction.
Clarify if you expect the PIPE to be consummated if there are no redemptions.
Questions and Answers About the Business Combination, page 16
2.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.

 FirstName LastNameDaniel Gilcher
 Comapany NameHoldco Nuvo Group D.G Ltd.
 October 30, 2023 Page 2
 FirstName LastName
Daniel Gilcher
Holdco Nuvo Group D.G Ltd.
October 30, 2023
Page 2
3.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements in connection with the business
combination. Disclose those SPAC's sponsors, directors, officers, or their affiliates who
have participated in the private placements. Please also discuss the shareholder rights as
they relate to the Nuvo Crossover Preferred Shares, SAFEs and Holdco Preferred Shares.
Summary of the Proxy Statement/Prospectus, page 30
4.Please revise the summary to highlight the risks related to the determination that "LMAF
likely is, and there is significant risk that Holdco will be" a passive foreign investment
company.  Revise the risk factor on page 117 to clarify LMAF's status, as multiple taxable
years have passed.  Also revise the risk factor to clarify the financial and other effects of
PFIC status.
The Parties to the Business Combination, page 31
5.Here and throughout the document, in particular in the Nuvo Business section, please
revise to briefly describe technical or industry language or acronyms at their first use. For
example, on page 30, briefly explain "fetal non-stress tests" and clarify the "maternal
uterine activity" your device is designed to measure. On page 238, clarify the acronyms
CTG, IUPC, TOCO, PCG
6.We note your statements that Nuvo's platform enables remote tests with "clinical-grade
accuracy" and that other systems are "generally less accurate." Safety and efficacy are
determinations that are solely within the authority of the U.S. Food and Drug
Administration (FDA) or similar foreign regulators. Please revise these and all similar
statements throughout your registration statement to clarify what you mean by "clinical-
grade accuracy" and tell us whether these claims have been evaluated by the FDA. Please
revise your Summary to explain which of your products' efficacy and safety claims have
been approved by the FDA or similar regulatory authorities, and that efficacy or safety
claims for your other products have not been approved by regulatory authorities.
Risk Factors, page 52
7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
8.Please clarify that the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.

 FirstName LastNameDaniel Gilcher
 Comapany NameHoldco Nuvo Group D.G Ltd.
 October 30, 2023 Page 3
 FirstName LastName
Daniel Gilcher
Holdco Nuvo Group D.G Ltd.
October 30, 2023
Page 3
9.We note the risk factor on page 96 regarding the possibility that Holco may "issue a
substantial number of additional" Holdco securities "under the Amended Articles to be
adopted immediately prior to the consummation of the Business Combination."  We note
the discussion of the Amended Articles in the risk factor on page 101.  Please revise to
disclose the changes to the charter being undertaken in connection with the business
combination.  Please tell us how these amendments are to be approved.
Background of the Business Combination, page 127
10.Please expand your disclosure of the "more than 25 high priority potential targets" and the
16 potential targets with whom you entered active discussions, the "number of potential
targets" with whom you conducted due diligence, and those with which you entered into
confidentiality agreements. Your disclosure should include the specific number of
potential targets at each progressive step, the industries in which these companies
operated, the level of diligence LAMF performed in assessing each of the
potential targets, a summary of the material discussions held, which party ended the
negotiations, and, to the extent LAMF determined not to go forward, the Board's reasons
behind that decision. Your discussion should identify dates the discussions took place,
who engaged in this process on behalf of LAMF, and when negotiations ended. In
addition, we note that following the expiration of your initial period of exclusivity, LAMF
engaged and/or reengaged in discussions with some of the original prospective targets.
Please identify these targets from the initial field that was reviewed and provide further
detail regarding your decision to reconsider alternatives to Nuvo, and any material
negotiations or discussions held.
11.Please revise this section to provide additional details regarding the negotiations that led
to the finalization of the key terms of the proposed business combination between the
companies. For example, it is not clear how the parties determined Nuvo's valuation, the
amount of consideration to be paid, or which parties were negotiating on a certain side of
a material term or provision. Also expand your discussion of the initial term sheet, the
ancillary agreements, and financings to identify the material terms negotiated and how
they evolved. For example, disclose the material provisions in the initial and subsequent
letters of intent, and where you disclose statements such as "representatives of LAMF and
Ms. Henretta had a follow-up discussion regarding key terms of the contemplated
transaction and related financings," describe the terms, negotiations, each party's position
on these issues, and ultimately how the parties came to a final agreement.
12.We note Nuvo's prior efforts to list on Nasdaq via a traditional initial public offering in
December 2021. Please provide more detail regarding Nuvo's decision to remain a private
company.
13.Please revise to identify all advisors present at LAMF Board meetings.  For example, we
note the "other advisors" present at the July 21, 2023 Board meeting.

 FirstName LastNameDaniel Gilcher
 Comapany NameHoldco Nuvo Group D.G Ltd.
 October 30, 2023 Page 4
 FirstName LastName
Daniel Gilcher
Holdco Nuvo Group D.G Ltd.
October 30, 2023
Page 4
14.We note from pages 132-33 that "[on] July 26, 2023, Roth Capital was engaged by LAMF
as its capital markets advisor in connection with the proposed transaction to perform
confirmatory financial due diligence on Nuvo in order to assist the LAMF Board in
understanding LAMF management’s negotiated valuation of Nuvo in light of Nuvo’s
prospective financial information" and that at the Board's July 28, 2023 meeting, Roth
Capital was also present at the meeting and discussed their financial due diligence analysis
with the LAMF Board, assisting the LAMF Board in understanding Nuvo’s negotiated
valuation relative to peer companies and in light of the probability of Nuvo achieving the
targets described in its prospective financial information."  Please revise to disclose the
analyses presented by Roth Capital.  In addition, please provide us with copies of the
materials that Roth prepared and shared with your board in connection with this
transaction, including any board books, transcripts and summaries of oral presentations
made to the board. We may have additional comments after we review those materials.
The LAMF Board's Reasons for Approval of the Business Combination, page 134
15.We note that the Board did not obtain a fairness opinion, but instead relied on Roth and
the "substantial experience" of LAMF's officers and directors "in evaluating the operating
and financial merits of the companies from a wide range of industries" and concluded that
they were able "to make the necessary analyses and determinations regarding the Business
Combination."  Please revise to describe in greater detail all material analyses the Board
relied upon in evaluating the financial aspects of the potential business combination.
Please include analyses that did not support the fairness of the transaction, if any.
16.We note the statement on page 135 that "Nuvo met nearly all of the . . .  criteria" that
LAMF would use to evaluate a potential target business, as set forth in LAMF's IPO.
Revise to further clarify which of the criteria set forth in LAMF's IPO the Board believes
Nuvo satisfies and what consideration it gave to those it did not.
Certain Unaudited Prospective Financial Information Regarding Nuvo, page 137
17.Please expand your disclosure mentioning “revenue estimates based on existing
commercial contracts as well as Nuvo’s existing list of prospective partners” to clarify the
specific nature of the contracts and to prominently repeat your disclosure from elsewhere
in the filing that Nuvo currently has only a preliminary and unproven business plan and
may never generate meaningful revenue. Explain how this impacts the usefulness of the
projections.
18.Where you mention “in-depth experience with existing customers and prospective clients
to support revenue drivers,” please expand to clarify Nuvo has not reported meaningful
revenue from any customers.
19.Expand your disclosure stating "Non-U.S. revenues are expected to contribute materially
beginning in 2025 and beyond" to quantify the amount of assumed non-U.S. revenue,
address the basis for this assumption, note the lack of any meaningful non-U.S. revenue to

 FirstName LastNameDaniel Gilcher
 Comapany NameHoldco Nuvo Group D.G Ltd.
 October 30, 2023 Page 5
 FirstName LastNameDaniel Gilcher
Holdco Nuvo Group D.G Ltd.
October 30, 2023
Page 5
date and the related limitations on usefulness of the projections.
20.Disclose how the period of time covered by the projections was selected and explain the
additional limitations on reliability of projections more than a year or two into the future.
Explain the assumptions underlying the projected increases in revenue and profitability
and the limitations on the usefulness of the projections from the reliability of projecting
increases in the future with limited track record in the present.
21.Please revise the heading of this section to clarify that you have disclosed all material
financial projections provided by Nuvo, including any adjustments to those figures.
Similarly, please revise the list of assumptions to clarify that you have disclosed all
material assumptions underlying the projections.  Expand the assumptions to provide
sufficient detail to make the disclosure meaningful.  For example, you state that "Nuvo is
targeting capturing approximately 10% of the addressable market in the United States to
reach the 2027 projections."  Please disclose what constitutes the "addressable market."
Interests of LAMF Insiders and the Sponsor in the Business Combination, page 139
22.Please revise your disclosure to include the current value of loans extended, fees due and
out-of-pocket expenses for which the Sponsor and LAMF’s directors and officers and
their affiliates are awaiting reimbursement.
23.We note your disclosure on pages 21 and 41 that the Sponsor and the LAMF insiders have
agreed to waive their redemption rights. Please describe here and elsewhere in the
prospectus any consideration provide in exchange for this agreement. Please also revise
your disclosure summarizing the background of the business combination to discuss the
negotiation of this agreement.
Representations and Warranties, page 150
24.Your disclosure in this section states that the Business Combination Agreement contains
"customary" representations and warranties, and you describe general topics of
representations and warranties. Please tailor your disclosure to your particular facts and
circumstances by describing the specific, material representations and warranties included
in your Business Combination Agreement.
Unaudited Pro Forma Condensed Combined Financial Information , page 167
25.With respect toe Note 3(E), you disclosed that the redemption price was $10.35 per share
for $231.5 million. However, we note on page 167 that the redemption price was $10.52
per share for a total of $235.1 million. Please explain and reconcile the discrepancy.
26.We note on page F-28 that Nuvo received binding commitments for investments of $13
million in the Crossover round. Of this amount, $12,850,000 were received in cash
and Crossover Preferred shares were issued, which will convert into preferred shares of
Holdco upon the consummation of the merger with the same terms as the Crossover
Preferred shares. Please tell us how you presented the cash received in the Pro Forma

 FirstName LastNameDaniel Gilcher
 Comapany NameHoldco Nuvo Group D.G Ltd.
 October 30, 2023 Page 6
 FirstName LastName
Daniel Gilcher
Holdco Nuvo Group D.G Ltd.
October 30, 2023
Page 6
financial statements. We note your adjustment  in Note 3(D).
27.We note on page F-19 that Nuvo repaid a total of $1.4 million in convertible loans,
consisting $1.1 million in principal and $284K in interest, please tell us how you reflected
such transactions in your Pro Forma financial statements.
28.With respect to your Note 3(L), we note on page F-20 that the convertible loan investors
signed the loan consent to covert entirely into SAFEs immediately prior to the closing of
the business combinations. Please expand and describe how you reached the amount of
converted shares. In addition, each Nuvo SAFE will be automatically converted into Nuvo
Shares immediately prior to the Acquisition and such shares will then be converted to
Holdco Ordinary Shares at the Equity Exchange Ratio. Please expand and disclose how
you calculated such conversion. In your response, please provide the detail of the
assumptions used including but not limited to the Equity Exchange Ratio.
Material U.S. Federal Income Tax Considerations to U.S. Holders, page 179
29.We note that you refer to this disclosure as a summary, that you urge security holders to
consult their own tax advisors, and you provide a conditional analysis of the tax
consequences disclosed.  Please revise this section to disclose the material U.S. federal tax
consequences of the transactions to shareholders and provide the opinion of counsel with
respect to the disclosure.  The tax opinion should add