SecProbe.io

CORRESP
1
filename1.htm

333 S.E. 2nd Avenue

Suite 4100

Miami, Florida 33131

January 16, 2024

Office of Industrial Applications and Services

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:

        Terrance O’Brien

        Benjamin Richie

        Abby Adams

    Re:

        Holdco Nuvo Group D.G Ltd.

        Amendment No. 1 to

        Registration Statement on Form F-4

        Filed December 8, 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 January 6, 2024. In connection with such responses, we will be filing, electronically via EDGAR, Amendment No. 2 (“Amendment No. 2”) 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. 2, 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.

Amendment No. 1 to Registration Statement on Form F-4

Cover Page

    1.
    Please revise the cover page and the redemption scenarios to clarify how many LAMF Class A Ordinary Shares remain outstanding in the hands of public shareholders, how many of them are outstanding as a result of conversion of LAMF Class B Ordinary Shares previously sold in private placements, and how many of the LAMF Class A Ordinary Shares outstanding are subject to Non-Redemption Agreements, whereby you state unaffiliated public security holders agreed to not redeem their shares, or reversed and revoked any prior redemptions in exchange for additional shares. Disclose the circumstances of those Non-Redemption Agreements in relation to the May 11, 2023 vote. Please also disclose the compensation paid or to be paid in connection with those agreements, expressed as both the total additional shares of LAMF shares received and Holdco shares to be received and their equivalent value per share. Clarify if those shareholders have also agreed to vote in favor of the merger agreement. In accord with our prior comment 51, clarify that those shares, the transfer of which was negotiated privately, are not being registered.

In response to the Staff’s comment, the Company has revised the cover page of the Amended Registration Statement to provide the requested information.

    Holdco Nuvo Group D.G Ltd.

January 16, 2024

Page 2

    2.
    Please revise the cover page to disclose how many shares the investors in the securities purchase agreements will receive in exchange for their investments. Clarify that these shares are not being registered in the registration statement.

In response to the Staff’s comment, the Company has revised the cover page of the Amended Registration Statement to disclose how many shares the investors in the securities purchase agreements will receive in exchange for their investments and have clarified that these shares are not being registered in the Registration Statement.

Summary of the Proxy Statement/Prospectus, page 30

    3.
    We note the revised disclosure in response to comment 4. Please revise the summary and the summary risk factor to provide more specific information regarding the “adverse federal U.S. income tax consequences” resulting from the passive foreign investment company (“PFIC”) status of LAMF and Holdco.

In response to the Staff’s comment, the Company has clarified that the adverse federal U.S. income tax consequences resulting from the passive foreign investment company status of LAMF will generally consist of higher effective tax rates on certain items of income of gain. Additional detail as to these consequences is included in the tax disclosure.

Proposals to be Considered by the LAMF Shareholders

Business Combination Proposal

Background of the Business Combination, page 129

    4.
    We note your revised disclosure in response to previous comments 10 and 13, and reissue the comments in part. Please provide additional information regarding the criteria used to select the initial 33 potential targets, how those targets were narrowed to the 20 potential targets you contacted, and how you further narrowed the field to the three targets. Clarify when and pursuant to what criteria the company identified Nuvo as a potential target. Please provide further information regarding the discussions between and consideration of a business combination between the company and Company A. In this regard, 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. Finally, please revise throughout the background discussion to clarify who was acting as LAMF “management,” and who negotiated on behalf of Nuvo. For example, on July 21, 2023, what member(s) of management were tasked with engaging a financial advisor.

In response to the Staff’s comment, the Company has revised its disclosure on pages 132-142 of the Amended Registration Statement to provide the requested information.

    Holdco Nuvo Group D.G Ltd.

January 16, 2024

Page 3

    5.
    We reissue comment 11 to the extent that you have not expanded the disclosure to describe the potential terms of the transaction exchanged between the parties and other points of negotiation. We note, for example, no disclosure of the October 15, 2022 “high level terms Nuvo’s board of directors would consider for a public listing via a SPAC business combination.” Clarify the timing in February 2023 when discussions with Nuvo ceased and how they reengaged on March 20, 2023. Disclose the material deal terms addressed in early April 2023, including the revised LOI, and the key terms discussed with Ms. Henrietta on April 16, 2023, and how the LOI terms were revised with respect to the need for crossover financing. Generally, revise to provide more detail of the terms of the potential transaction as it evolved, quantifying the related financing and valuations.

In response to the Staff’s comment, the Company has revised its disclosure on pages 134-136 of the Amended Registration Statement to provide the requested information.

    6.
    We note the materials and revised disclosure provided in response to comment 14 and reissue the comment. Please revise the filing to describe in greater detail all material analyses the board relied upon in evaluating the financial aspects of the business combination, including the valuations and public company comparables created by Roth Capital. To the extent the analyses did not support the fairness of the transaction, please include appropriate disclosure. Please also expand the disclosure to provide criteria used in selecting comparable companies. Discuss how the financial advisor considered factors such as stage of life cycle, size and financial leverage when selecting the comparable companies. Advise us as to whether any companies meeting the selection criteria were excluded from the analysis and revise your disclosure as appropriate to explain any such exclusion. Refer to Item 4(b) of Form S4 and Item 1015(b) of Regulation M-A.

In response to the Staff’s comment, the Company has revised its disclosure on pages 139 to 140 of the Amended Registration Statement to provide the requested information. Other than as described in the Amended Registration Statement, the LAMF Board did not rely on other material analyses in evaluating the financial aspects of the business combination.

The LAMF Board’s Reasons for Approval of the Business Combination, page 138

    7.
    We note the revised disclosure in this section in response to comment 15 and reissue the comment. Please provide additional detail regarding the information the LAMF Board relied upon in reaching its fairness determination, including the following:

    ●
    Clarify what aspects of the information cited the board determined to be in favor of the business combination. For example, disclose what the board considered with respect to “Nuvo’s corporate and management structure . . ., intellectual property, investment agreements, . . . legal proceedings” and other cited factors.

    Holdco Nuvo Group D.G Ltd.

January 16, 2024

Page 4

    ●
    Please revise to disclose the board’s “analysis of comparable companies” and the “confirmatory financial due diligence, including comparing financial performance metrics, prospective financial information and valuation metrics of Nuvo with other companies in the healthcare and technology sector.”

    ●
    Clarify what consideration the Board gave to Nuvo’s projections. For example, if the Board assigned probability to the likelihood that the projections would be realized, disclose that information and how it affected the Board’s analysis.

    ●
    In your disclosure addressing why the Board chose not to obtain a fairness determination, please revise to describe the relevant experience and knowledge of the Board on which it relied to reach the conclusions regarding the advisability and fairness of the merger agreement.

In response to the Staff’s comment, the Company has revised its disclosure on pages 139 to 141 of the Amended Registration Statement to provide the requested information.

Certain Unaudited Prospective Financial Information Regarding Nuvo, page 141

    8.
    We note the revised disclosure in response to comment 21. Please provide additional information regarding Nuvo’s basis in determining it can capture $94-130 million of the market over the next several years. Please also clarify in this section what Nuvo believes to be the total addressable U.S. market, of which it expects to capture 10% by 2027.

In response to the Staff’s comment, the Company has provided the requested information on pages 146 and 239 of the Amended Registration Statement.

Interest of LAMF Insiders and the Sponsor in the Business Combination, page 144

    9.
    We note the revised disclosure in the third bullet point that “In connection with the extraordinary general meeting of shareholders held in connection with the Extension on May 11, 2023, LAMF and the Sponsor entered into Non-Redemption Agreements with respect to Public Shares held by certain unaffiliated third-party investors, pursuant to which such investors have in connection with the Extension, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 2,888,000 Public Shares.” Please provide us your analysis regarding how these agreements comply with Exchange Act Rule 14a-5.

The Company respectfully advises the Staff that, in the Company’s view, none of the Non-Redemption Agreements entered into in connection with the extraordinary general meeting of shareholders held on May 11, 2023 in connection with the Extension (the “Extension EGM”) were subject to Rule 14e-5 because the Non-Redemption Agreements contemplated that each unaffiliated third-party investor party thereto held a certain number of shares it already owned and did not require any of such investors to purchase any shares, and as a result, the Company does not believe that the Non-Redemption Agreements constitute arrangements by which the Sponsor would violate the Rule 14e-5 prohibition against purchases of shares outside of the redemption offer relating to the Extension EGM, to the extent that such redemption offer constitutes a tender offer. The Company further respectfully advises the Staff that none of the Non-Redemption Agreements require the investors party thereto to take any action with respect to the Nuvo Business Combination, in particular with respect to the purchase, non-redemption or voting of any shares, as such agreements related solely to the non-redemption of shares in connection with the Extension EGM.

    Holdco Nuvo Group D.G Ltd.

January 16, 2024

Page 5

    10.
    To the extent you have not done so, please revise the disclosure in this section to quantify the number of shares involved and/or the price per share equivalent to the aggregate amounts disclosed. For example, disclose the equivalent number of shares in the new entity the Founders will receive for their $2 million investment in the crossover financing, and disclose the number of “Holdco Ordinary shares and other equity securities of Holdco” that will be registered for resale in pursuant to the registration rights agreement.

In response to the Staff’s comment, the Company has revised its disclosure on page 148 of the Amended Registration Statement to provide the requested information.

Satisfaction of the 80% Test, page 146

    11.
    Please revise to include discussion of the quantitative basis for determining that the business combination had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement. Please include the material details of the specific analyses used, what sources of information were used to make the determination, and any quantitative or qualitative factors considered.

In response to the Staff’s comment, the Company has revised the disclosure on page 150 of the Amended Registration Statement to address the Staff’s comment.

Material U.S. Federal Income Tax Considerations to U.S. Holders, page 186

    12.
    We note your response to previous comment 29 and reissue in part. In your disclosure, you state the section is “a summary of the material U.S. federal income tax considerations,” and you inappropriately condition your analyses of the tax considerations. Please revise the content of this section to clearly identify each material tax consequence being opined upon, counsel’s opinion as to each identified tax item, and the basis for the opinion. Where the opinion is required, but is subject to uncertainty, please revise to follow the guidance in Section III.C.4 of Staff Legal Bulletin No. 19, which addresses Opinions Subject to Uncertainty.

In response to the Staff’s
comment, the Company notes the opinion (which will be included as an exhibit in a subsequent amendment to the Registration
Statement) will include only general and customary assumptions and qualifications. Relevant excerpts from the opinion are included
below. Consistent with past practice, these are included in an opinion, as opposed to the body of the disclosure, because of their
length and boilerplate-type nature.

    Holdco Nuvo Group D.G Ltd.

January 16, 2024

Page 6

In our examination, we have assumed, without independent verification or investigation, (i) the authenticity and accuracy of all documents reviewed by us (including the conformity to original documents of all documents submitted to us as email, fax or photostatic copies and the authenticity of such original documents); (ii) that the signatures on all documents examined by us are genuine and have been duly authorized, and such documents reflect all material terms of the agreement between the parties to such documents; (iii) that the parties to such documents have complied and will comply with the terms thereof, and that such documents are enforceable in accordance with their respective terms; (iv) that such documents have been duly authorized by, have been duly executed and delivered by, and constitute (to the extent containing contractual or other obligations) legal, valid, binding and enforceable obligations of, al