SecProbe.io

United States securities and exchange commission logo
February 2, 2024
Kelly Londy
Chief Executive Officer
Holdco Nuvo Group D.G Ltd.
Nuvo Group USA, Inc.
300 Witherspoon Street, Suite 201
Princeton, NJ 08542
Re:Holdco Nuvo Group D.G Ltd.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 16, 2023
File No. 333-274803
Dear Kelly Londy:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 6, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus, page 32
1.We note the revised disclosure in the summary risk factor on page 53 in response to
comment 3. Please also revise the summary to highlight the PFIC status and consequences
of that status.
Proposals to be Considered by the LAMF Shareholders
Business Combination Proposal
Background to the Business Combination, page 132
2.We note your response to prior comment 4 and reissue the comment. Please further clarify
how you narrowed the potential business combination targets to three companies, and the

 FirstName LastNameKelly Londy
 Comapany NameHoldco Nuvo Group D.G Ltd.
 February 2, 2024 Page 2
 FirstName LastNameKelly Londy
Holdco Nuvo Group D.G Ltd.
February 2, 2024
Page 2
time frame in which discussions with the potential targets ended. In doing so, please
include the following:

•disclose all of the "variety of industries" in which the initial 33 Potential Targets
operated;

•further clarify how the 33 potential targets were narrowed to 20, including whether
you or the potential target ceased negotiations and why;

•disclose how many of the "20 Potential Targets withdrew from further
consideration;"

•clarify why you did not submit a letter of intent to one of the 7 potential targets, and
why negotiations ceased with three additional targets and which party ended the
negotiations.  In doing so, further explain the "satisfactory progression of the due
diligence process and negotiations."
3.We reissue comment 5 in part. We note that the LOI proposal on April 10,
2023 contemplated terms of the definitive agreement substantially reflected the terms
proposed in White & Case’s January 24 draft of the Business Combination Agreement.
Please further describe the material terms of the January 24, 2023 draft.
4.We note your revised disclosure in response to previous comment 6 and reissue in part.
Please discuss how Roth Capital considered factors such as stage of life cycle, size and
financial leverage when selecting the comparable companies. Specifically, we note the
inclusion and consideration of a greater than $50 billion market cap company within the
analysis.
5.We note that following the expiration of the period of exclusivity, LAMF reengaged in
discussions with Company A. Please disclose which party reinitiated contact, the topic of
any material discussions between the parties, and the factors that led to the second
conclusion of discussions regarding a potential transaction.
The LAMF Board's Reasons for Approval of the Business Combination, page 141
6.We reissue comment 7 in part. Please clarify what consideration the Board gave to Nuvo’s
projections and Roth Capital's determination of an implied equity value at both 45% and
100%. In this regard, please provide Roth's probability adjustments and include any
assumptions necessary to support the reasonableness of the projections.
Our Market Opportunity, page 238
7.We note the revised disclosure in response to comment 14 and reissue the comment in
part.  Throughout the registration statement, please revise to provide the date, title and
issuing body of each "[a]rticle" or "[r]eport" cited so that the original information may be
easily found elsewhere.  In addition, please file a consent from L.E.K. Consulting LLC,

 FirstName LastNameKelly Londy
 Comapany NameHoldco Nuvo Group D.G Ltd.
 February 2, 2024 Page 3
 FirstName LastName
Kelly Londy
Holdco Nuvo Group D.G Ltd.
February 2, 2024
Page 3
from whom you commissioned the report, as an exhibit to the registration statement.
Please refer to Securities Act Rule 436.
8.We note the revised disclosure in response to comment 16 and reissue the comment in
part. Revise to further clarify the basis for these statements. For example, clarify the
degree of impartiality or independence for the information for which you state "Nuvo
currently has customers that cite that their patients are avoiding spontaneous OB-ED
visits." Clarify who these customers are, whether they were provided any compensation or
benefits in relation to your product, and where these citations may be found. Revise to
clarify what you mean by "certain key opinion leaders believe that Nuvo's currently
available INVU solution may already help reduce unnecessary C-sections, by theorizing . .
.," such as explaining to whom and how they are key, under what criteria they are
"opinion leaders," and whether they have received any compensation or benefits for
supporting your product. Clarify whether you also believe these statements attributed to
third parties. If you do not have a reasonable basis to believe these statements, please
revise to remove them from the registration statement.
Executive Compensation, page 298
9.Please update your disclosure to include the executive compensation for the 2023 fiscal
year. For reference, see Item 18(a)(7)(ii) of Form F-4.
Financial Statements , page F-1
10.As previously requested, please provide financial statements of the registrant, Holdco
Nuvo Group DG Ltd and include the registrant in a separate column in the pro forma
financial information provided.
General
11.We note your revised disclosure in response to prior comment 22, including the disclosure
on page 254 "We believe the results of these studies established that the design
implementation and instructive materials for our remote monitoring platform facilitated
safe remote use and self-administration." Please revise this and similar disclosure to
remove statements that your products are safe.

 FirstName LastNameKelly Londy
 Comapany NameHoldco Nuvo Group D.G Ltd.
 February 2, 2024 Page 4
 FirstName LastName
Kelly Londy
Holdco Nuvo Group D.G Ltd.
February 2, 2024
Page 4
            Please contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Robert L. Grossman, Esq.