TEL
AVIV, Israel and LOS
ANGELES, April 2, 2024 /PRNewswire/ -- Nuvo
Group Ltd. ("Nuvo" or the "Company"), an FDA-cleared remote
pregnancy monitoring platform, and LAMF Global Ventures Corp. I
("LAMF") (Nasdaq: LGVC, LGVCU, LGVCW), a publicly traded, special
purpose acquisition company, today announced that LAMF's
shareholders voted to approve the previously announced business
combination between LAMF, 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 (the "Merger Sub"), at the extraordinary general meeting of
LAMF's shareholders held on April 1,
2024 (the "Extraordinary General Meeting").
Voters representing over 93.4% of the issued and outstanding
Class A ordinary shares of LAMF, par value $0.0001 per share (the "LAMF Class A Ordinary
Shares") cast votes in favor of the proposal in connection with the
business combination at the Extraordinary General Meeting. LAMF
shareholders also voted to approve the proposal regarding the
adoption of the plan of merger, presented at the Extraordinary
General Meeting. In connection with the Extraordinary General
Meeting, shareholders holding an aggregate of 2,913,194 LAMF Class
A Ordinary Shares exercised their right to redeem their LAMF Class
A Ordinary Shares for approximately $11.03 per share of the funds held in LAMF's
trust account, leaving approximately $434,982 in cash in the trust account after
satisfaction of such redemptions. 39,422 LAMF Class A Ordinary
Shares (representing approximately 1.3% of the total LAMF Class A
Ordinary Shares held by public shareholders prior to redemptions)
will remain outstanding after satisfaction of such redemptions.
LAMF plans to file the results of the Extraordinary General
Meeting, as tabulated by the inspector of elections, with the
Securities and Exchange Commission (the "SEC") on a Current Report
on Form 8-K.
Upon closing of the transaction, which the parties are working
to effect as soon as practicable, the combined company will operate
as Holdco and is expected to be listed on Nasdaq under the ticker
symbol "NUVO", with warrants under the ticker symbol "NUVOW."
About Nuvo
Nuvo is committed to reinventing pregnancy care for the 21st
century through new technology, tools, and practices for providers
and expectant mothers, including the INVU by Nuvo™ platform, an
FDA-cleared, prescription-initiated remote pregnancy monitoring and
management system. The INVU™ sensor band enables the delivery of
remote non-stress tests and maternal and fetal heart rate
monitoring today while pioneering new data-driven personalized
pathways that Nuvo believes will help improve future health
outcomes for all expectant mothers and unborn babies. The
technology and patent estate that underpin the INVU platform has
been awarded several industry recognitions, including Fast
Company's Next Big Things in Tech (2021), CB Insights' Digital
Health 150 (2020, 2022), and MedTech Innovator's Top 50 MedTech
Startups (2021), as well as multiple grants from several of the
world's leading academic medical centers and scientific bodies.
Nuvo is led by a diverse team of experienced business and medical
professionals, dedicated data engineers, software designers, and
proud parents who embrace a collective mission to give every life a
better beginning.
For more information and complete indications,
contraindications, warnings and precautions, and instructions for
use, visit www.nuvocares.com.
About LAMF
LAMF is a special purpose acquisition company whose business
purpose is to effect a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. LAMF is sponsored by affiliated parties of
LAMF LLC (d/b/a Los Angeles Media Fund), a multifaceted media and
entertainment company whose primary business is financing and
producing feature films, television series, documentary projects
and live events, the management of professional athletes, and
investing in complementary technology businesses to the foregoing.
LAMF is led by Jeffrey Soros, its
Chairman, and Simon Horsman, its
Chief Executive Officer, the co-founders of LAMF LLC. The members
of LAMF's sponsor also include affiliates of 10X LLC ("10X
Capital"), an investment firm connecting Wall Street with Silicon
Valley. 10X Capital invests across the capital structure, with a
focus on companies using technology to disrupt major industries,
including finance, healthcare, natural resources, transportation,
infrastructure, agriculture and real estate. LAMF's securities are
traded on Nasdaq under the ticker symbols LGVC, LGVCU and
LGVCW.
Additional Information About the Proposed Business
Combination and Where to Find It
Holdco has filed with the SEC the registration statement on Form
F-4 (the "Registration Statement") in connection with the proposed
business combination (the "Business Combination"), with LAMF, Nuvo,
Assetco, and Merger Sub (Merger Sub, together with LAMF, Nuvo and
Assetco, the "Companies"), which includes a proxy
statement/prospectus. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
OTHER DOCUMENTS LAMF OR HOLDCO HAVE OR WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT HOLDCO AND THE COMPANIES AND
THE BUSINESS COMBINATION. Promptly after the Registration Statement
was declared effective by the SEC, the proxy statement/prospectus
was mailed to shareholders of LAMF as of February 27, 2024, the record date for voting on
the proposed Business Combination. Investors and security holders
will also be able to obtain copies of other documents containing
important information about each of the companies once such
documents are filed with the SEC, without charge, at the SEC's
website at www.sec.gov. The information contained on, or that may
be accessed through, the websites referenced in this communication
is not incorporated by reference into, and is not a part of, this
communication.
Cautionary Note Regarding Forward–Looking Information
Certain statements in this communication may be considered
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements herein generally relate to
future events or the future financial or operating performance of
Holdco, the Companies or the combined company expected to result
from the Business Combination (the "Combined Company"). For
example, statements regarding the Combined Company's industry and
market sizes, future opportunities for the Combined Company, the
Combined Company's estimated future results and outcomes of the
proposed Business Combination, are forward-looking statements. In
some cases, you can identify forward-looking statements by
terminology such as "may," "should," "expect," "intend," "will,"
"estimate," "anticipate," "believe," "predict," "project,"
"target," "plan," or "potentially" or the negatives of these terms
or variations of them or similar terminology. Such forward-looking
statements are provided for illustrative purposes only and are
subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions, whether or not identified in this communication, that,
while considered reasonable by Holdco, the Companies and their
respective management, as the case may be, are inherently uncertain
and subject to material change. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all
risk and uncertainties. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to, various factors beyond management's control, including
(i) the inability to complete the Business Combination in a timely
manner or at all (including due to the failure to receive required
shareholder approvals, failure to receive approvals or the failure
of other closing conditions); (ii) the inability to recognize the
anticipated benefits of the proposed Business Combination; (iii)
the inability to obtain or maintain the listing of Holdco's shares
on Nasdaq following the Business Combination; (iv) costs related to
the Business Combination; (v) the risk that the Business
Combination disrupts current plans and operations as a result of
the announcement and consummation of the Business Combination; (vi)
Holdco and the Companies' ability to manage growth and execute
business plans and meet projections; (vii) potential litigation
involving Holdco or any of the Companies; (viii) changes in
applicable laws or regulations, particularly with respect to wealth
management and asset management; (ix) general economic and market
conditions impacting demand for Holdco's or the Companies'
services, and in particular economic and market conditions in the
financial services industry in the markets in which Holdco or any
of the Companies operate; and (x) other risks and uncertainties
indicated from time to time in the Registration Statement,
including those under "Risk Factors" therein, and in Holdco's other
filings with the SEC.
If any of these risks materialize or the assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Holdco nor the Companies presently
know or that Holdco or any of the Companies currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this communication, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein and the risk factors of Holdco and the Companies
described above. None of Holdco or any Company undertakes any duty
to update these forward-looking statements.
Participants in the 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
proposed 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 proposed
business combination, including a description of their direct or
indirect interests, by security holdings or otherwise, will be 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 does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This communication
also does not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor will there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
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SOURCE LAMF Global Ventures Corp. I