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        333 S.E. 2nd Avenue

        Suite 4100

        Miami, Florida 33131

December 8, 2023

Office of Industrial Applications and Services

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:

        Christie Wong

        Terrance O’Brien

        Benjamin Richie

        Abby Adams

    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

Ladies and Gentleman:

On behalf of our client, Holdco Nuvo Group D.G Ltd., a company organized under the laws of the State of Israel (the “Company”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated October 30, 2023. In connection with such responses, we will be filing, electronically via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-4 of the Company (File No. 333-274803) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 1, is referred to as the “Amended Registration Statement.”

For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 2

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.

In response to the Staff’s
comment regarding the cover page, the Company has revised the cover page to provide the percentage of beneficial ownership for each
group in no redemption and maximum redemption scenarios. The Company respectfully advises the Staff that the Company believes that
interim redemption scenarios are not meaningfully informative to investors given the outstanding number of LAMF Class A ordinary
shares held by public shareholders. In addition, in response to the Staff’s comment regarding the impact of a PIPE on the
redemption scenarios, the Company respectfully informs the Staff that, as of the date of the Amended Registration Statement, the
Company and Nuvo are considering the terms of a PIPE transaction, alongside a variety of other financing options with respect to
Nuvo, but no definitive terms for any such transaction have been agreed to and the Company therefore does not think it is
appropriate to include a speculative PIPE and/or other financing transaction in the redemption scenarios. If and when such a
transaction has been consummated, or definitive agreements with respect to such transaction have been executed, the Company shall
revise the redemption scenarios to include the impact of such transaction in a future amendment to the Amended Registration
Statement.

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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 19 and 25 of the Amended Registration Statement.

    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.

In response to the Staff’s comment, the Company has added disclosure discussing the shareholder rights as they relate to the Nuvo Crossover Preferred Shares, SAFEs and Holdco Preferred Shares on page 17 of the Amended Registration Statement. The Company has also revised the disclosure on page 25 of the Amended Registration Statement to highlight the material differences in the terms and price of securities issued at the time of the IPO as compared to the Interim Financing. The Company respectfully advises the Staff that, at the time of this response letter, the terms of a PIPE or any other financing option the Company and/or Nuvo are exploring have not yet been determined on a final and binding basis. The Company confirms that it will update the proxy statement/prospectus to provide the requested disclosure after determination of such terms.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 3

Summary of the Proxy Statement/Prospectus, page 30

    4.
    Please revise the summary to highlight the risks related to the determination that “LAMF 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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 50 and 117 of the Amended Registration Statement.

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.

In response to the Staff’s
comment, the Company has revised its disclosure throughout the document to briefly describe technical or industry language or
acronyms at their first use, see, e.g., on pages 30, 31, 225, 232 and 234.

    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.

In response to the Staff’s Comment, the Company has revised its disclosure on pages 30, 223 and 294 of the Amended Registration Statement to clarify what it means by “clinical-grade accuracy”. In addition, the Company acknowledges the Staff’s comment regarding Nuvo’s product’s efficacy and safety claims and respectfully advises the Staff that many of its product’s claims are not subject to premarket approval by the FDA or similar regulatory authorities. The Company further advises the Staff that all claims of efficacy and safety contained in the Amended Registration Statement are based on Nuvo’s clinical evidence, and the Company has revised its disclosure on page 244 to clarify that Nuvo believes such claims are supported by the results of its clinical studies.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 4

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.

In response to the Staff’s Comment, the Company has revised its disclosure beginning on page 114 of the Amended Registration Statement to highlight the material risks to LAMF public warrant holders and clarify whether recent common stock trading prices exceed the threshold that would allow LAMF to redeem public warrants. The LAMF Warrants will be assumed by the Company and the Holdco Warrants will have the same terms as the LAMF Warrants. The Company respectfully advises the Staff that there is no contractual obligation under the LAMF Warrant Agreement to notify the Holdco Warrant holders that such warrants have become eligible for redemption except when, and if, the Company elects to conduct a redemption and the Company has revised its disclosure to clarify the parameters of any such notice.

    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.

In response to the Staff’s
Comment, the Company has revised its disclosure on pages 23, 44 and 122 of the Amended Registration Statement.

    9.
    We note the risk factor on page 96 regarding the possibility that Holdco 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.

In response to the Staff’s Comment, the Company has revised its disclosure in the risk factors on pages 95 and 100 of the Amended Registration Statement to disclose the changes to the Amended Articles being undertaken in connection with the Business Combination and the process for effecting the amendment to the Amended Articles.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 5

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.

In response to the Staff’s
Comment, the Company has revised its disclosure on page 129 of the Amended Registration Statement.

    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.

In response to the Staff’s Comment, the Company has revised its disclosure beginning on page 130 of the Amended Registration Statement.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 6

    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.

In response to the Staff’s Comment, the Company has added disclosure on pages 30 and 223 of the Amended Registration Statement to 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.

In response to the Staff’s
Comment, the Company has revised its disclosure on page 136 of the Amended Registration Statement.

    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.

In response to the Staff’s
Comment, the Company has revised its disclosure on page 137 of the Amended Registration Statement. In addition, the Company is
providing a copy of the materials that Roth prepared and shared with the LAMF Board in connection with the transaction under
separate cover on a confidential and supplemental basis. Such submission will include a request that the materials be kept
confidential pursuant to the provisions of 17 C.F.R. Section 200.83 and Rule 418 under the Securities Act of 1933, as amended,
and that such materials be returned promptly following completion of the Staff’s review thereof pursuant to
Rule 12b-4 promulgated under the Securities Exchange Act of 1934, as amended. Such materials are not, and will not
be, filed with or deemed to be part of the Registration Statement, the Amended Registration Statement or any amendments thereto.

    Holdco Nuvo Group D.G Ltd.

December 8, 2023

Page 7

The LAMF Board’s Reasons for Approva