LAMF Global Ventures Corp I - Ordinary Shares (LGVC) 425Business combination disclosure

Filed by LAMF Global Ventures Corp. I 

pursuant to Rule 425 under the Securities Act of 1933 

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934 

Subject Company: LAMF Global Ventures Corp. I 

SEC File No.: 001-41053

Date: March 27, 2024

Supplement to

Proxy Statement/Prospectus Dated March 1, 2024

This proxy statement/prospectus supplement (this “Supplement”) supplements the proxy statement/prospectus dated March 1, 2024 (the “Proxy Statement/Prospectus”) that was mailed by LAMF Global Ventures Corp. I, a Cayman Islands exempted company (“LAMF”), to its shareholders on or about March 4, 2024 in connection with the proposed business combination among LAMF, Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (“Nuvo”), Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”), Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdco (“Assetco”), and H.F.N Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of LAMF (“Merger Sub”). Capitalized terms used in this Supplement and not otherwise defined herein have the meanings specified in the Proxy Statement/Prospectus.

This purpose of this Supplement is to update and supplement certain information contained in the Proxy Statement/Prospectus in order to (i) update the number of Holdco Ordinary Shares to be issued to Nuvo Shareholders in connection with the Transactions and immediately after the Closing pursuant to the Interim Financing as a result of (x) Nuvo’s receipt of additional funds under the Bridge Financing from February 27, 2024 to March 11, 2024, (y) the update to the Equity Exchange Ratio and (z) the application of the Equity Exchange Ratio to certain Nuvo Shares, to which the Exchange Ratio was inadvertently not applied in the calculation of the pro forma Holdco Ordinary Shares Outstanding in the Proxy Statement/Prospectus, (ii) disclose an amendment to extend the maturity of certain of the Bridge Financing Notes, and (iii) and provide certain clarifications about assumptions in the unaudited pro forma condensed financial information each as described in more detail below. Holdco filed the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form S-4 (Registration No. 333-274803), which was declared effective by the SEC on March 1, 2024. This Supplement is not complete without the Proxy Statement/Prospectus and may not be delivered or utilized except in combination with, the Proxy Statement/Prospectus, including any other amendments or supplements thereto. If there is any inconsistency between the information in the Proxy Statement/Prospectus and this Supplement, you should rely on the information in this Supplement. This Supplement should be read in conjunction with the Proxy Statement/Prospectus and is qualified by reference thereto, except to the extent that the information in this Supplement updates or supersedes the information contained in the Proxy Statement/Prospectus. Any information in the Proxy Statement/Prospectus that is modified or superseded by the information in this Supplement shall not be deemed to constitute a part of the Proxy Statement/Prospectus except as modified or superseded by this Supplement.

This Supplement does not affect the date of the extraordinary general meeting (the “EGM”) of shareholders of LAMF to be held on March 28, 2024 at 11:00 a.m., Eastern Time, at 1221 Avenue of the Americas, New York, NY 10020, but which also may be attended virtually via a live audio webcast at the following website: https://www.cstproxy.com/lamfglobal/2024, or at such other time, on such other date and at such other place to which the meeting may already be adjourned.

You do not have to take any action if you have previously voted, given your proxy or exercised your redemption right and do not wish to change your vote or choice to exercise your redemption right. If you have already voted or given your proxy and wish to change your vote or if you wish to change your election to exercise your redemption right, you should follow the procedures described in the Proxy Statement/Prospectus. If you have not already voted, we urge you to do so. Your vote is important regardless of the number of shares you own.

You should carefully consider the matters discussed under “Risk Factors” beginning on page 54 of the Proxy Statement/Prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS OR THIS SUPPLEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The date of this Supplement is March 27, 2024.

Nuvo Bridge Financing Additional Funds and Amendment

Nuvo is in the process of carrying out a bridge financing (the “Bridge Financing”) by issuing to investors (“Holders”) secured convertible bridge notes (individually, a “Bridge Financing Note”; collectively, the “Bridge Financing Notes”). As of the date of the Proxy Statement/Prospectus, Nuvo had definitive agreements with respect to $3,910,000 principal amount of Bridge Financing Notes and had received $3.91 million in cash from this Bridge Financing. From February 27, 2024 to March 11, 2024, Nuvo signed definitive agreements with respect to an additional $2.25 million in principal amount of Bridge Financing Notes and had received an additional $2.30 million in cash from the Bridge Financing. As of the date of this Supplement, approximately $6.21 million in principal amount of Bridge Financing Notes has been received by Nuvo, with an additional approximately $390,000 aggregate principal amount committed but unfunded.

On March 25, 2024, Nuvo entered into amendments to the certain of the Bridge Financing Notes representing $2.84 million principal amount of the Bridge Financing Notes, to extend the maturity dates thereof (the “Bridge Financing Notes Amendments”). Prior to the Bridge Financing Notes Amendments, the Bridge Financing Notes were scheduled to mature on the earlier of (i) twelve months from the issuance date thereof, (ii) the closing of the Business Combination, (iii) the closing of an initial public offering, or (iv) the closing of a bona fide financing by Nuvo for the principal purpose of raising capital, through the sale of Nuvo securities in whatever form or type (whether debt or equity) that raises in excess of $10,000,000 in gross proceeds. Pursuant to the Bridge Financing Notes Amendments, the maturity date of the amended Bridge Financing Notes was revised to be the earlier of (i) twelve months from the issuance date thereof, (ii) six (6) months following the closing of the Business Combination, (iii) six (6) months following the closing of an initial public offering, or (iv) the closing of a bona fide financing by Nuvo for the principal purpose of raising capital, through the sale of Nuvo securities in whatever form or type (whether debt or equity) that raises in excess of $25,000,000 in gross proceeds. Holders of Bridge Financing Notes that have not entered into the Bridge Financing Notes Amendments may, in their sole discretion, upon maturity of their respective Bridge Financing Notes, which is triggered by the Closing, choose to either (a) receive the principal amount of the Bridge Financing Note in cash; or (b) convert the principal amount of the investment into Nuvo Shares at a price per share of $7.0265. See “Risk Factors—Risks Related to Our Business and Our INVU Platform—Any default under Nuvo’s Bridge Financing Notes could have significant consequences” in the Proxy Statement/Prospectus.

As this offering is still ongoing as of the date of this proxy statement/prospectus, Nuvo is not at this time able to estimate the aggregate amount to be received in this offering.

Update to Holdco Ordinary Shares Issuable to Holders of Nuvo Shares or Securities Convertible or Exercisable for Nuvo Shares

This Supplement corrects certain disclosure related to the Holdco Ordinary Shares issuable in exchange for Nuvo Shares pursuant to the Business Combination Agreement as a result of (i) a modified Equity Exchange Ratio of 85.0899% from the Equity Exchange Ratio of 89.9068311289472% as a result of changes to the fully diluted share capital of Nuvo in connection with the Bridge Financing, (ii) inclusion of certain Nuvo Shares issued in connection with options held by a shareholder, (iii) the application of the Equity Exchange Ratio to the Holdco Ordinary Shares to be issued to the holder of outstanding Nuvo Shares as of the date of Nuvo’s extraordinary general meeting to approve the Transactions (resulting in a decrease of 2,311,943 Holdco Ordinary Shares from what is set forth in the Proxy Statement/Prospectus), the Holdco Ordinary Shares issued as Earnout Shares (resulting in a decrease of 453,151 Holdco Ordinary Shares from what is set forth in the Proxy Statement/Prospectus), [the Holdco Ordinary Shares issued upon conversion of the Nuvo SAFEs and Nuvo Convertible Loans (resulting in a decrease of 466,809 Holdco Ordinary Shares from what is set forth in the Proxy Statement/Prospectus)], and the Holdco Ordinary Shares to be issued to the Interim Financing Investors pursuant to the Interim Financing Agreements (resulting in a decrease of 380,062 Holdco Ordinary Shares from what is set forth in the Proxy Statement/Prospectus), collectively resulting in 23,765,438 Holdco Ordinary Shares issuable to holders of Nuvo Shares, not 26,199,684 Holdco Ordinary Shares as set forth in the Proxy Statement/Prospectus, which, in the aggregate, reflects a decrease of 2,434,246 Holdco Ordinary Shares.

Updates to Certain Assumptions Related to the Unaudited Pro Forma Condensed Combined Financial Information

Nuvo SAFES and Nuvo Loans

The unaudited pro forma condensed combined financial information assumes that 100% of each of the outstanding Nuvo SAFEs and Nuvo Loans shall enter into the Nuvo SAFE Amendment and the Nuvo Loan Amendment, respectively, prior to the Closing. As of the date of this Supplement, Nuvo has entered into Nuvo SAFE Amendments with respect to 97% of the aggregate outstanding amount of Nuvo SAFES and Nuvo has entered into Nuvo Loan Amendments with respect to 96% of the aggregate principal amount of Nuvo Loans. Nuvo currently expects to enter into Nuvo SAFE Amendments and Nuvo Loan Amendments with substantially all of the holders of the Nuvo SAFEs and Nuvo Loans prior to the Closing, but can give no assurance that such amendments shall be executed prior to Closing.

Nuvo Option Repricing

In connection with the valuation under Section 409A of the Code of Nuvo Shares at a price of $2.80 per share as of December 31, 2023 due, in part, to uncertainty with respect to the consummation of the Transactions as of such date, Nuvo’s management and the Board of Directors of Nuvo determined it was in the best interest of Nuvo to reprice certain of its outstanding options representing 1,165,466 Nuvo Shares with exercise prices ranging from $5.142 to $9.94 to such $2.80 per Nuvo Share valuation, which was approved by the Board of Directors on March 11, 2023, subject to completion and sign-off of the 409A valuation as part of Nuvo’s December 31, 2023 audit, which occurred on March 26, 2024. Nuvo is currently pursuing the process for approval by the Israeli Tax Authority and the necessary documentation to effect such repricing. The repricing of Nuvo Options described above has not been reflected in the unaudited pro forma condensed combined financial statements or in any of the financial statements included in the Proxy Statement/Prospectus, and will be included in Nuvo’s audited financial statements as of and for the year ended December 31, 2023 when filed with the SEC as required by the rules and regulations of the SEC. Such completion of such option repricing is also subject to the approval of LAMF in accordance with the terms of the Business Combination Agreement.

Revised Disclosure to Cover Page

The eighth paragraph, including the table and related footnotes, of the cover page of the Proxy Statement/Prospectus is revised as set forth below:

The following table illustrates the varying levels of equity interest and voting power in Holdco immediately following the consummation of the Business Combination based on no redemption and maximum redemption scenarios of Public Shares by Public Shareholders and based on the additional assumptions described in the notes to the table below (without taking into account any additional dilution sources, such as the Public Warrants).

Revised Disclosure to Questions and Answers about the Business Combination

The following question and answer on pages 19 to 20 of the Proxy Statement/Prospectus are revised as set forth below:

If the actual facts are different than these assumptions, the percentage ownership retained by the LAMF Shareholders will be different. For example, assuming that (i) all of the Public Shareholders exercise their Redemption Rights, (ii) no PIPE is consummated in connection with the Business Combination, (iii) no exercise of any outstanding Nuvo Options or any Nuvo Warrants to purchase Holdco Ordinary Shares prior to or in connection with the Business Combination has occurred and (iv) no additional equity securities of LAMF are issued, the Public Shareholders will not own any of the outstanding Holdco Ordinary Shares, the Sponsor, the LAMF Insiders and the Sponsor Investors will own approximately 28.8% of the outstanding Holdco Ordinary Shares and Nuvo Shareholders, including the Interim Financing Investors (other than the Sponsor Investors), will own approximately 71.2% of the outstanding Holdco Ordinary Shares, in each case upon completion of the Business Combination.

The table below presents the relative ownership levels of holders of Holdco Ordinary Shares following the Business Combination assuming that (i) the Public Shareholders exercise their Redemption Rights with regard to their LAMF Class A Ordinary Shares (which, for the avoidance of doubt, does not include the 9,539,333 LAMF Class A Ordinary Shares held by the Sponsor and the LAMF Insiders, comprised of 8,433,333 LAMF Class A Ordinary Shares which were previously classified as Founder Shares and the 1,106,000 LAMF Class A Ordinary Shares initially sold as part of the Private Placement Units issued to the Sponsor in connection with the IPO) at each of the respective redemption percentages, (ii) no PIPE is consummated in connection with the Business Combination, (iii) no exercise of any outstanding Nuvo Options or any Nuvo Warrants to purchase Holdco Ordinary Shares prior to or in connection with the Business Combination has occurred and (iv) no additional equity securities of LAMF are issued. Further, the table below does not consider the conversion of $738,196 of LAMF Working Capital Loans (based on February 28, 2024).

The table below presents the relative ownership levels of holders of Holdco Ordinary Shares following the Business Combination assuming that (i) the Public Shareholders exercise their Redemption Rights with regard to their LAMF Class A Ordinary Shares (which, for the avoidance of doubt, does not include the 9,539,333 LAMF Class A Ordinary Shares held by the Sponsor and the LAMF Insiders, comprised of 8,433,333 LAMF Class A Ordinary Shares which were previously classified as Founder Shares and the 1,106,000 LAMF Class A Ordinary Shares initially sold as part of the Private Placement Units issued to the Sponsor in connection with the IPO) at each of the respective redemption percentages, (ii) no PIPE is consummated in connection with the Business Combination, (iii) full exercise of the outstanding Nuvo Options or Nuvo Warrants to purchase Holdco Ordinary Shares prior to or in connection with the Business Combination has occurred and (iv) the full amount of Working Capital Loans are made and such Working Capital Loans are converted in full into 120,000 Holdco Ordinary Shares and 60,000 Holdco Warrants, representing 120,000 units.

The tables above do not assume the exercise of any Holdco Warrants after the Closing of the Business Combination.

The holders of Public Warrants, regardless of whether they redeem LAMF Class A Ordinary Shares, would retain 12,650,000 Public Warrants, which will become Holdco Warrants, with a market value of approximately $632,500 based on the closing price of $0.05 per Public Warrant on Nasdaq on February 28, 2024. Because the Public Warrants will remain outstanding and become Holdco Warrants regardless of the level of redemptions of LAMF Class A Ordinary Shares, as redemptions of LAMF Class A Ordinary Shares increase, the holders of Public Warrants who exercise such warrants will ultimately own a greater interest in Holdco because there would be fewer Holdco Ordinary Shares outstanding overall.

The sixth bullet point under the below question and answer on pages 23 to 25 of the Proxy Statement/Prospectus are revised as set forth below:

Revised Disclosure to Summary of the Proxy Statement/Prospectus

The subsection entitled “Shareholder Support Agreement and Lockup” on page 39 of the Proxy Statement/Prospectus is revised as set forth below:

Shareholder Support Agreement and Lockup

Concurrently with the execution of the Business Combination Agreement, LAMF, Nuvo, Holdco and certain Nuvo Shareholders entered into the Shareholder Support Agreement, pursuant to which such Nuvo Shareholders agreed, among other things, to vote any Nuvo Shares held by them in favor of the Business Combination, the Acquisition Merger, and such other actions as contemplated in the Business Combination Agreement for which the approval of the Nuvo Shareholders is required.

Pursuant to the Shareholder Support Agreement, the Nuvo Shareholders party thereto have agreed to a lock-up (the “Nuvo Lock-up” and such shareholders, the “Nuvo Lockup Parties”), pursuant to which, the Nuvo Lockup Parties will be subject to certain transfer restrictions on the Holdco Ordinary Shares (or any instruments exercisable or exchangeable for, or convertible into, Holdco Ordinary Shares) held by each such Nuvo Lock-up Party as of the Closing Date for the six month period following the Closing Date, subject to certain customary exceptions. All Nuvo Shareholders will be subject to a six month restriction on transfers of Holdco Ordinary Shares and Holdco Preferred Shares effective as of the Closing pursuant to the Amended Articles, subject to exceptions as contained therein. However, the Amended Articles provide that each Nuvo Shareholder who holds less than one percent of the outstanding Holdco Ordinary Shares immediately after Closing are exempt from such lockup (the “Nuvo Lockup Exempt Shareholders”). The Holdco securities held by the Nuvo Lockup Exempt Shareholders exempt from the foregoing lockup would be approximately 37.9% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the Maximum Redemption Scenario or approximately 43.0% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the No Redemption Scenario.

The subsection entitled “Ownership of, and Voting Rights in, Holdco Upon Consummation of the Business Combination” on page 42 of the Proxy Statement/Prospectus is revised as set forth below:

Ownership of, and Voting Rights in, Holdco Upon Consummation of the Business Combination

As discussed further in the Amended Articles, each holder of Holdco Ordinary Shares will be entitled to one (1) vote for each Holdco Ordinary Share held of record by such holder on all matters subject to a vote of the Holdco Shareholders.

The following table illustrates the varying levels of equity interest and voting power in Holdco immediately following the consummation of the Business Combination based on the varying levels of redemptions of Public Shares by Public Shareholders and based on the additional assumptions described in the notes to the table below (without taking into account any additional dilution sources, such as the Public Warrants).

The foregoing table is provided for illustrative purposes only. If the actual facts are different than the assumptions set forth above, the ownership and voting power percentages set forth above will be different. For more information about the consideration to be received in the Business Combination, the two alternative redemption scenarios and the underlying assumptions, see “Presentation of Certain Assumptions Relating to the Business Combination,” “Unaudited Pro Forma Condensed Combined Financial Information” and “The Business Combination Agreement - Consideration to be Received in the Business Combination.” In addition, the above share numbers do not take into account additional sources of dilution, including any awards that are issued under the 2024 Plan following the consummation of the Business Combination.

The sixth bullet point under the subsection entitled “Interests of LAMF Insiders and the Sponsor in the Business Combination” on pages 45 to 46 of the Proxy Statement/Prospectus is revised as set forth below:

Interests of LAMF Insiders and the Sponsor in the Business Combination

Revised Disclosure to Risk Factors

The following risk factor on page 101 of the Proxy Statement/Prospectus is amended and restated as follows:

There may be sales of a substantial amount of Holdco Ordinary Shares after the Business Combination by the current LAMF Shareholders and/or Nuvo Shareholders, and these sales could cause the price of Holdco’s securities to fall.

After the Business Combination, there will be approximately 36,257,387 Holdco Ordinary Shares outstanding (assuming no public shareholders exercise Redemption Rights with respect to their public shares upon consummation of the Business Combination) including 9,539,333 Holdco Ordinary Shares held by the Sponsor and 8,266,691 Holdco Ordinary Shares held by the Nuvo Shareholders that will be subject to certain lock-up arrangements. Of the issued and outstanding LAMF Class A Ordinary Shares that were issued prior to the Business Combination, all will be freely transferable, except for any shares held by Holdco’s “affiliates,” as that term is defined in Rule 144 under the Securities Act, and shares subject to lock-up arrangements pursuant to the Sponsor Support Agreement. Following completion of the Business Combination, and assuming no public shareholders exercise Redemption Rights with respect to their public shares upon consummation of the Business Combination, Holdco expects that approximately 18.6% (or 20.1% in the maximum redemption scenario) of the outstanding Holdco Ordinary Shares will be held by entities affiliated with Holdco and its executive officers and directors.

After the Business Combination and pursuant to the Registration Rights Agreement, certain Nuvo Shareholders will be entitled to demand that Holdco registers the resale of 17,579,534 Holdco Ordinary Shares and 580,000 warrants convertible into Holdco Ordinary Shares, subject to certain minimum requirements. These shareholders will also have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Business Combination.

Upon effectiveness of any registration statement Holdco files pursuant to the Registration Rights Agreement, and upon the expiration of the lock-up periods applicable to the parties to the Registration Rights Agreement, these parties may sell large amounts of Holdco Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the share price of Holdco Ordinary Shares or putting significant downward pressure on the price of Holdco Ordinary Shares.

Sales of substantial amounts of Holdco Ordinary Shares in the public market after the Business Combination, or the perception that such sales will occur, could adversely affect the market price of Holdco Ordinary Shares and make it difficult for us to raise funds through securities offerings in the future.

Revised Disclosure to Comparative Per Share Data

The section entitled “Comparative Per Share Data” of the Proxy Statement/Prospectus is amended and restated as set forth below:

COMPARATIVE PER SHARE DATA

The following table sets forth the historical comparative share information for LAMF and Nuvo on a stand-alone basis and pro forma combined per share information after giving effect to the Business Combination.

The pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would been had the companies been combined during the periods presented, nor to project the Combined Company’s results of operations or earnings per share for any future date or period. The pro forma combined shareholders’ equity per share information below does not purport to represent what the value of LAMF and Nuvo would have been had the companies been combined during the periods presented.

Note:

Revised Disclosure to Proposals to be Considered by LAMF Shareholders – Business Combination Proposal

The sixth bullet point under the subsection entitled “Interests of LAMF Insiders and the Sponsor in the Business Combination” on pages 148 to 149 of the Proxy Statement/Prospectus is revised as set forth below:

Interests of LAMF Insiders and the Sponsor in the Business Combination

Revised Disclosure to the Business Combination Agreement

The subsection entitled “Ownership of, and Voting Rights in, Holdco Upon Consummation of the Business Combination” on pages 157 to 158 of the Proxy Statement/Prospectus is revised as set forth below:

Ownership of, and Voting Rights in, Holdco Following the Business Combination

Voting rights. As discussed further in the section of this proxy statement/prospectus entitled “Description of Holdco Securities”, each holder of Holdco Ordinary Shares will be entitled to one vote for each Holdco Ordinary Share held of record by such holder on all matters subject to a vote of the Holdco Shareholders.

The following table illustrates the varying voting power in Holdco immediately following the consummation of the Business Combination based on the varying levels of redemptions of public shares by Public Shareholders and based on the additional assumptions described in the notes to the table below (without taking into account any additional dilution sources, such as the Holdco Warrants).

The following table illustrates the varying levels of equity interest and voting power in Holdco Ordinary Shares as a result of the exercise of Holdco Warrants immediately following the consummation of the Business Combination based on the varying levels of redemptions of Public Shares by Public Shareholders and based on the additional assumptions described in the notes to the table below (without taking into account any dilution source other than the exercise of Holdco Warrants).

The foregoing tables are provided for illustrative purposes only. If the actual facts are different than the assumptions set forth above, the ownership and voting power percentages set forth above will be different. For more information about the consideration to be received in the Business Combinations, the two alternative redemption scenarios and the underlying assumptions, see “Presentation of Certain Assumptions Relating to the Business Combination,” “Unaudited Pro Forma Condensed Combined Financial Information” and “The Business Combination — Consideration to be Received in the Business Combination.” In addition, the share numbers above do not take into account sources of dilution other than the Holdco Warrants that will be outstanding upon consummation of the Business Combination or dilution from any awards that are issued under the 2024 Plan following the consummation of the Business Combination.

Revised Disclosure to Certain Agreements Related to the Business Combination

The subsection entitled “Shareholder Support Agreement and Lockup” on page 171 of the Proxy Statement/Prospectus is revised as set forth below:

Shareholder Support Agreement and Lockup

Concurrently with the execution of the Business Combination Agreement, LAMF, Nuvo, Holdco and certain Nuvo Shareholders entered into the Shareholder Support Agreement, pursuant to which such Nuvo Shareholders agreed, among other things, to vote any Nuvo Shares held by them in favor of the Business Combination, the Acquisition Merger, and such other actions as contemplated in the Business Combination Agreement for which the approval of the Nuvo Shareholders is required.

Pursuant to the Shareholder Support Agreement, the Nuvo Lockup Parties will be subject to the Nuvo Lock-up, which generally restricts transfers on the Holdco Ordinary Shares (or any instruments exercisable or exchangeable for, or convertible into, Holdco Ordinary Shares) held by each such Nuvo Lock-up Party as of the Closing Date for the six month period following the Closing Date, subject to certain customary exceptions. With the exception of the Nuvo Lockup Exempt Shareholders, who are those Nuvo Shareholders holding less than one percent of the Holdco Ordinary Shares outstanding immediately after Closing and will be exempt pursuant the Amended Articles, all Nuvo Shareholders will be subject to a six month restriction on transfers of Holdco Ordinary Shares and Holdco Preferred Shares effective as of the Closing pursuant to the Amended Articles, subject to exceptions as contained therein. The Holdco securities held by the Nuvo Lockup Exempt Shareholders exempt from the foregoing lockup would be approximately 37.9% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the Maximum Redemption Scenario or approximately 43.0% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the No Redemption Scenario.

Revised Disclosure to Unaudited Pro Forma Condensed Combined Financial Information

The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of the Proxy Statement/Prospectus is amended and restated as set forth below:

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”). The unaudited pro forma condensed combined financial information presents the pro forma effects of the Business Combination contemplated in the Business Combination Agreement, including the Mergers, comprising the SPAC Merger between LAMF and Assetco and the Acquisition Merger between Merger Sub and Nuvo, and the Interim Financing, which is recorded in the pro forma adjustments to the unaudited pro forma combined balance sheet as described in Note 3 below.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives pro forma effect to the Business Combination, as described and defined below, as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of comprehensive loss for the six months ended June 30, 2023 and the year ended December 31, 2022, give pro forma effect to the Business Combination as if it had occurred as on January 1, 2022.

The assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma condensed combined financial statements are described in the accompanying notes, which should be read in conjunction with, the following included elsewhere in this proxy statement/prospectus:

The unaudited condensed combined pro forma adjustments reflecting the consummation of the Business Combination are based on certain estimates and assumptions. These estimates and assumptions are based on information available as of the dates of these unaudited pro forma condensed combined financial statements and may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material.

This proxy statement/prospectus does not contain, and these unaudited pro forma condensed combined financial statements do not include, financial statements or information, as applicable, with respect to Holdco because Holdco was formed with nominal assets solely to effect the Business Combination, was not in existence during the six month period ended June 30, 2023, had no material assets, no results of operations and no income statement activity during the year ended December 31, 2023, and is not expected to have any material assets, results of operations or income statement activity between June 30, 2023 and the effectiveness of the Registration Statement.

These unaudited pro forma condensed combined financial statements do not take into account the Bridge Financing, which is in process and has not yet been completed as of the date of this proxy statement/prospectus, and will be updated in a subsequent filing once such offering has closed. See “Summary of the Proxy Statement/Prospectus — Nuvo Bridge Financing.”

LAMF Global Ventures Corp I (“LAMF”)

LAMF is a blank check company incorporated on July 20, 2021, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or similar business combination with one or more businesses or entities. On November 16, 2021, LAMF consummated its initial public offering (“IPO”) of 25,300,000 units (“Units”) at a price of $10.00 per Unit, generating total gross proceeds of $253 million. Each Unit consists of one LAMF Class A Ordinary Share (“Public Shares”), and one-half of one redeemable warrant (“Public Warrants”), with each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share.

Prior to the consummation of the IPO, on September 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover formation costs in exchange for an aggregate of 7,666,667 Founder Shares. On November 10, 2021, LAMF completed a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to the Sponsor, resulting in an aggregate of 8,433,333 Founder Shares outstanding.

Simultaneously with the Closing of the IPO, LAMF consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to our Sponsor, generating gross proceeds of approximately $11.1 million. Each Private Placement Unit consists of one LAMF Class A Ordinary Share (the “Private Placement Shares”), and one-half of one redeemable warrant (the “Private Placement Warrants”).

On May 11, 2023, the holders of 22,347,384 Public Shares exercised their right to redeem their shares for cash for a price of approximately $10.52 per share, for an aggregate redemption amount of approximately $235.1 million. After the satisfaction of such redemptions, the Trust Account balance was approximately $31.0 million.

On January 8, 2024, the LAMF Board elected to extend the date by which LAMF has to consummate a business combination from January 16, 2024 to February 16, 2024. LAMF’s amended and restated memorandum and articles of association provides that the Company has the right to extend the Deadline Date up to three additional times for an additional one month each time, from February 16, 2024, the current Deadline Date, to up to May 16, 2024.

Nuvo Group Ltd. (“Nuvo”)

Incorporated in June 2006 and headquartered in Israel, Nuvo is a women’s health and connected pregnancy care company, and has developed INVU by Nuvo, an FDA-cleared, prescription-initiated, remote pregnancy monitoring platform that enables the delivery of remote NSTs, MHR, and FHR monitoring, helping expectant mothers adhere to their prescribed care plan.

Holdco Nuvo Group D.G Ltd. (“Holdco”)

Holdco, a limited liability company organized under the laws of the State of Israel, was incorporated on July 20, 2023, for the sole purpose of effectuating the Transactions. Holdco has no material assets and does not operate any businesses. The historical audited financial statements of Holdco as at July 20, 2023 and as at December 31, 2023, included in this proxy statement/prospectus, were prepared in accordance with U.S. GAAP and are denominated in U.S. dollars. Following consummation of the Business Combination, Holdco will be the parent holding company of Acquisition Surviving Sub and the SPAC Surviving Company, and a SEC registrant.

Holdco prepares its financial statements in accordance with U.S. GAAP and its reporting currency is denominated in U.S. dollars. Accordingly, the unaudited pro forma condensed combined financial information of Holdco as of and for the six months ended June 30, 2023, and the year ended December 31, 2022 are prepared using a reporting currency of U.S. dollars.

Nuvo Assetco Corp. (“Assetco”)

Assetco is a Cayman Islands exempted company wholly owned by Holdco. Assetco was incorporated to merge with LAMF.

H.F.N Insight Merger Company Ltd. (“Merger Sub”)

Merger Sub is a limited liability company under the laws of the State of Israel, wholly owned by LAMF. Merger Sub was incorporated to merge with Nuvo.

Description of the Merger

On August 17, 2023, the foregoing parties entered into the Business Combination, pursuant to which, (i) one day prior to the Closing, LAMF will merge with Assetco, with Assetco continuing as the surviving entity (“SPAC Surviving Company”) of the SPAC Merger, and each LAMF Class A Ordinary Share issued and outstanding immediately prior to the effective time of the SPAC Merger will be automatically cancelled and converted into the right to receive one Holdco Ordinary Share, and (ii) on the Closing Date, Merger Sub shall merge into Nuvo, with Nuvo continuing as the surviving entity (“Acquisition Surviving Sub”) of the Acquisition Merger, and each Nuvo Share and each Nuvo Crossover Preferred Share, issued and outstanding immediately prior to the effective time of the Acquisition Merger will be automatically cancelled and converted into the right to receive a number of Holdco Ordinary Shares or Holdco Preferred Shares, respectively, as determined by the Equity Exchange Ratio. The Equity Exchange Ratio is equal to the equity value per share (determined by dividing an aggregate Equity Value of approximately $300 million following Nuvo’s execution of the Philips MPA, by the fully diluted share capital of Nuvo), divided by $10.20 per share. Subsequent to the Mergers, the SPAC Surviving Company will distribute any amounts remaining in the Trust Account to Holdco and will then be liquidated.

The equity exchange and financing related matters associated with the SPAC Merger and the Acquisition Merger are summarized as below. For additional information see “The Business Combination Agreement.”

LAMF Shareholders Merger Consideration

Nuvo Shareholders Merger Consideration

Accounting for the Business Combination

Nuvo has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances under both No Redemption and Maximum Redemption (as described below):

Accordingly, the transaction is accounted for as a reverse recapitalization, with LAMF being treated as the “acquired” company for financial reporting purposes. For accounting purposes, the reverse recapitalization will be the equivalent of Nuvo issuing shares for the net assets of LAMF, accompanied by a recapitalization as Holdco. As a result of the Business Combination being an in-substance capital transaction, Holdco’s qualifying transaction costs will be treated as an equivalent to equity issuance costs, reflected as a reduction to additional paid-in capital, rather than as an expense, in the unaudited pro forma condensed combined financial information. The net assets of both LAMF and Nuvo will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization will be those of Nuvo.

Outstanding vested and unvested share-based awards of Nuvo will be converted into the right to receive upon vesting or exercise such awards for Holdco Ordinary Shares. Because no terms of such share-based awards are modified upon consummation of the Business Combination, no accounting impact for such outstanding awards is currently expected.

The Public Warrants and Private Placement Warrants of LAMF are not expected to be modified as a result of the Business Combination and are expected to be continued to be treated as equity in Holdco’s financial statements.

Basis of Pro Forma Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11. The adjustments presented on the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of Holdco upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the applicable companies been combined as of and for the period(s) presented in the unaudited pro forma condensed combined financial information, and you should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies been so combined or Holdco’s future results. Nuvo and LAMF have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical financial information of Nuvo has been adjusted to give effect to material subsequent events for the purposes of the unaudited pro forma condensed combined financial information.

The redemption scenarios described below are performed based on the Trust Account figures as of June 30, 2023, which included $31.2 million of cash and accrued interest held in the Trust Account and 2,952,616 outstanding LAMF Class A Ordinary Shares held by Public Shareholders. This results in an implied redemption price per share of $10.54. On May 11, 2023, as part of the approval of the Extension Proposal, LAMF approved the conversion of 8,433,333 LAMF Class B Ordinary Shares to 8,433,333 LAMF Class A Ordinary Shares (the “Founder Share Conversion”). Further, 22,347,384 LAMF Class A Ordinary Shares were redeemed for approximately $235.0 million at a value of $10.52 per share, based on Trust Account figures at the time of redemption. As a result, there were 12,491,949 LAMF Class A Ordinary Shares outstanding following the approval of the Extension Proposal and, as of June 30, 2023, there were no LAMF Class B Ordinary Shares outstanding. Of the 12,491,949 LAMF Class A Ordinary Shares, 9,539,333 shares are not subject to redemption, which include 1,106,000 shares held by the Sponsor and 8,433,333 shares converted in the Founder Share Conversion that are held by the Sponsor, LAMF’s independent directors and LAMF Insiders. The above is the basis of the redemptions described in each scenario:

The following table presents the anticipated ownership of Holdco immediately following the Closing, which does not give effect to the potential exercise of any unvested warrants, the Holdco Preferred Shares or any of Nuvo’s equity awards assumed by Holdco and otherwise assumes the following redemption scenarios:

If the actual facts are different than these assumptions, the ownership percentage retained by the LAMF Shareholders in the post-combination company will be different from the above-stated ownership percentage.

Unaudited Pro Forma Condensed Combined Pro Forma Balance Sheet
as of June 30, 2023

(in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Pro Forma Income Statement

for the Six Months Ended June 30, 2023

(in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Pro Forma Income Statement
for the Year ended December 31, 2022
(in thousands, except per share data)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, LAMF will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Nuvo issuing shares in exchange for the net assets of LAMF, accompanied by a recapitalization as Holdco. The net assets of LAMF will be recognized at carrying value, with no goodwill or other intangible assets recorded. Therefore, any change in the Equity Exchange Ratio will not impact the pro forma condensed combined financial statements because Nuvo will account for the acquisition of LAMF based on the amount of net assets acquired upon consummation of the Business Combination.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, assumes that the Business Combination occurred on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 presents the pro forma effect of the Business Combination as if it had been completed on January 1, 2022. These financial statements are presented on the basis of Nuvo as the accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 have been prepared using, and should be read in conjunction, with the following:

LAMF’s management has made significant estimates and assumptions in its determination of the pro forma adjustments (“Transaction Accounting Adjustments”). As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The related Transaction Accounting Adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of adjustments necessary to report Holdco’s financial condition and results of operations as if the Business Combination was completed on the dates indicated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. LAMF believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions contemplated based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination (“Management Adjustments”). LAMF has elected not to present Management Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the financial statements and notes thereto of each of LAMF and Nuvo included elsewhere in this proxy statement/prospectus.

Pursuant to LAMF’s amended and restated Articles of Association, LAMF’s public shareholders may demand that LAMF redeem their LAMF Class A Ordinary Shares for cash if the Business Combination is consummated, irrespective of whether they vote for or against the Business Combination. If a public shareholder properly demands redemption of their LAMF Class A Ordinary Shares, LAMF will redeem each LAMF Class A Ordinary Share for cash equal to the public shareholder’s pro rata portion of the Trust Account, calculated as of four to five business days prior to the anticipated consummation of the Business Combination.

The redemption scenarios described below are performed based on the Trust Account figures as of June 30, 2023, which included $31.2 million of cash and accrued interest held in the Trust Account, and 2,952,616 outstanding LAMF Class A Ordinary Shares. This results in an implied redemption price per share of $10.54. On May 11, 2023, as part of the approval of the Extension Proposal, LAMF approved the conversion of 8,433,333 LAMF Class B Ordinary Shares to 8,433,333 LAMF Class A Ordinary Shares (the “Founder Share Conversion”). Further, 22,347,384 LAMF Class A Ordinary Shares were redeemed for approximately $235.0 million at a value of $10.52 per share, based on Trust Account figures at the time of redemption. As a result, there were 12,491,949 LAMF Class A Ordinary Shares outstanding following the approval of the Extension Proposal and, as of that date, there are no LAMF Class B Ordinary Shares outstanding. Of the 12,491,949 LAMF Class A Ordinary Shares, 9,539,333 shares are not subject to redemption, which include 1,106,000 shares held by the Sponsor and 8,433,333 shares converted in the Founder Share Conversion that are held by the Sponsor, LAMF’s independent directors and LAMF Insiders. The above is the basis of the redemptions described in each scenario:

The actual results will be within the parameters described by the two scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results.

Note 2 – Accounting Policies

Upon consummation of the Business Combination, Holdco management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which could have a material impact on the financial statements of Holdco.

Note 3 – Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The historical audited financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that directly reflect the accounting for the transaction. Nuvo and LAMF have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the Company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted loss per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the estimated number of Holdco shares outstanding, assuming the Business Combination occurred on January 1, 2022, inclusive of the adjustments described below.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023, are as follows:

Additionally, this includes estimated transaction costs of LAMF in the amount of $7.6 million. The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash, with a corresponding increase in accumulated deficit, as these costs are expensed as incurred. The total transaction costs for LAMF and Nuvo are approximately $12.8 million.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2023, and year ended December 31, 2022 are as follows:

Note 4 – Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2022. As the Business Combination, including related proposed equity purchases, is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination have been outstanding for the entire period presented. If the maximum number of ordinary shares of LAMF are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information has been prepared assuming the no redemptions and maximum redemptions scenarios:

As a result of the pro forma net loss, the loss per share amounts exclude the anti-dilutive impacts from the following securities:

Revised Disclosure to Certain Nuvo Relationships and Related Party Transactions

The subsection entitled “Shareholder Support Agreement and Lockup” on page 330 of the Proxy Statement/Prospectus is revised as set forth below:

Shareholder Support Agreement and Lockup

Concurrently with the execution of the Business Combination Agreement, LAMF, Nuvo, Holdco and certain Nuvo Shareholders entered into the Shareholder Support Agreement, pursuant to which such Nuvo Shareholders agreed, among other things, to vote any Nuvo Shares held by them in favor of the Business Combination, the Acquisition Merger, and such other actions as contemplated in the Business Combination Agreement for which the approval of the Nuvo Shareholders is required.

Pursuant to the Shareholder Support Agreement, the Nuvo Lockup Parties will be subject to the Nuvo Lock-up, which generally restricts transfers on the Holdco Ordinary Shares (or any instruments exercisable or exchangeable for, or convertible into, Holdco Ordinary Shares) held by each such Nuvo Lock-up Party as of the Closing Date for the six month period following the Closing Date, subject to certain customary exceptions. With the exception the Nuvo Lockup Exempt Shareholders, who are those Nuvo Shareholders holding less than one percent of the Holdco Ordinary Shares outstanding immediately after Closing and will be exempt pursuant the Amended Articles, all Nuvo Shareholders will be subject to a six month restriction on transfers of Holdco Ordinary Shares and Holdco Preferred Shares effective as of the Closing pursuant to the Amended Articles, subject to exceptions as contained therein. The Holdco securities held by the Nuvo Lockup Exempt Shareholders exempt from the foregoing lockup would be approximately 37.9% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the Maximum Redemption Scenario or approximately 43.0% of the Holdco Ordinary Shares outstanding immediately after the Closing based on the No Redemption Scenario.

Revised Disclosure to Description of Holdco Securities

The first paragraph under the subsection entitled “Share Capital” on page 348 of the Proxy Statement/Prospectus is revised as set forth below:

Share Capital

Our authorized share capital upon the closing of the Business Combination will consist of 500,000,000 Holdco Ordinary Shares, no par value, of which we anticipate 33,304,771 shares will be issued and outstanding (under the Maximum Redemption Scenario) and 10,000,000 Holdco Preferred Shares, no par value, of which 1,850,126 shares will be issued and outstanding.

Revised Disclosure to Shares Eligible for Future Sale

The subsection entitled “Nuvo Lock-up” on page 366 of the Proxy Statement/Prospectus is revised as set forth below:

Nuvo Lock-up

Pursuant to the Shareholder Support Agreement, the Nuvo Lockup Parties will be subject to the Nuvo Lock-up, which generally restricts transfers on the Holdco Ordinary Shares (or any instruments exercisable or exchangeable for, or convertible into, Holdco Ordinary Shares) held by each such Nuvo Lock-up Party as of the Closing Date for the six month period following the Closing Date, subject to certain customary exceptions. Approximately 12,925,037 Holdco Ordinary Shares (including those issuable upon exercise, conversion or exchange of instruments) will be subject to the Nuvo Lock-up.

In addition, subject to certain limited exceptions set forth in the Amended Articles, the Holdco Ordinary Shares and the Holdco Preferred Shares held by Nuvo’s directors and officers and shareholders holding 1% or more of the Holdco Ordinary Shares outstanding immediately after Closing, representing approximately 55.7% of the Holdco Ordinary Shares outstanding immediately after Closing based on the Maximum Redemption Scenario or approximately 49.0% of the Holdco Ordinary Shares outstanding immediately after Closing based on the No Redemption Scenario, however, will be subject to a 180 day restriction on transfers effective as of the closing of the Business Combination pursuant to the Amended Articles.

Revised Disclosure to Beneficial Ownership

The section entitled “Beneficial Ownership” of the Proxy Statement/Prospectus is amended and restated as set forth below:

BENEFICIAL OWNERSHIP OF SECURITIES

The following table shows information known to us regarding (i) the actual beneficial ownership of LAMF Ordinary Shares as of the Record Date, and (ii) the expected beneficial ownership of Holdco Ordinary Shares immediately following consummation of the Business Combination (assuming a No Redemption Scenario and assuming a Maximum Redemption Scenario) by:

Unless otherwise indicated, LAMF believes that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the LAMF Warrants because such warrants are not exercisable within 60 days of the date of this proxy statement/prospectus.

The calculation of the pre-Business Combination percentage of beneficial ownership is based on 12,491,949 LAMF Ordinary Shares outstanding on September 15, 2023, of which 9,539,333 were LAMF Class A Ordinary Shares held by the Sponsor and the LAMF Insiders.

The expected beneficial ownership of Holdco Ordinary Shares immediately following the consummation of the Business Combination assumes two alternative redemption scenarios:

Based on the foregoing assumptions, we estimate that there would be:

If the actual facts are different from the foregoing assumptions, the ownership figures for Holdco under the post-Business Combination columns in the table that follows will be different.

--END OF SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS--

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Supplement contains a number of forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Supplement, including statements regarding LAMF’s, Nuvo’s or Holdco’s future financial position, results of operations, business strategy and plans and objectives of their respective management teams for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking statements include, without limitation, LAMF’s or Nuvo’s or their respective management teams’ expectations concerning the outlook for their or Holdco’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of Holdco as set forth in the sections of this Supplement. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.

The forward-looking statements are based on the current expectations of the respective management teams of LAMF and Nuvo, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by LAMF and the following important factors:

As a result of a number of known and unknown risks and uncertainties, Nuvo’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

These risks and uncertainties include, but are not limited to, those factors described herein under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management teams of LAMF and Nuvo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

LAMF and Nuvo caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Supplement.

Neither LAMF nor Nuvo undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that LAMF or Nuvo will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in LAMF’s public filings with the SEC or, upon and following the consummation of the Business Combination, in Holdco’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.

You should read this Supplement and the proxy statement/prospectus and the documents that have been filed as annexes and exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of LAMF, Nuvo and Holdco may be materially different from what is expected.

IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
AND WHERE TO FIND IT

In connection with the Business Combination, LAMF, Nuvo, and Holdco have prepared, and Holdco has filed with the SEC, the Registration Statement, which was declared effective by the SEC on March 1, 2024, that includes a document that serves as both a prospectus of Holdco and a proxy statement of LAMF. LAMF has mailed the proxy statement to its shareholders and has and will file other documents regarding the Business Combination with the SEC. This Supplement is not a substitute for the Registration Statement, proxy statement/prospectus or any other documents LAMF or Holdco filed or may file with the SEC in connection with the Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND ANY OTHER DOCUMENTS FILED BY LAMF OR HOLDCO WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the Registration Statement and other documents filed with the SEC by LAMF or Holdco through the website maintained by the SEC at www.sec.gov.

PARTICIPANTS IN SOLICITATION

LAMF, Nuvo and Holdco, and certain of their respective directors, executive officers and employees, may be deemed to be participants in the solicitation of proxies in connection with the Business Combination. Information about the directors and executive officers of LAMF can be found in LAMF’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 26, 2024. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the Registration Statement and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the source indicated above.

NO OFFER OR SOLICITATION

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination, and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

This communication is not a substitute for the Registration Statement or for any other document that LAMF or Holdco has filed and may file with the SEC in connection with the Business Combination. You are urged to read the documents filed with the SEC carefully and in their entirety because they will contain important information. You may obtain free copies of other documents filed with the SEC by LAMF or Holdco through the website maintained by the SEC at https://www.sec.gov.

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