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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 1, 2024
LAMF GLOBAL VENTURES CORP. I
(Exact name of registrant as specified in itscharter)
Cayman Islands 001-41053 98-1616579
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9255 Sunset Blvd.
,
Suite 1100
West Hollywood
,
California
90069
(Address of principal executive offices, includingzip code)
Registrant's telephone number, includingarea code: (
424
)
343-8760
Not Applicable
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-Kfiling is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share, LGVCU The
$0.0001 par value, and one-half of one redeemable warrant Nasdaq
Stock Market LLC
Class A ordinary shares, par LGVC The
value $0.0001 per share Nasdaq
Stock Market LLC
Warrants, each whole warrant exercisable for one Class A LGVCW The
ordinary share at an exercise price of $11.50 per share Nasdaq
Stock Market LLC
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of theSecurities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accountingstandards provided pursuant to Section 13(a) of
the Exchange Act.
Item 7.01
Regulation FD Disclosure.
On May 1, 2024, LAMF Global Ventures Corp. I, a Cayman Islands exemptedcompany
("LAMF") and Nuvo Group Ltd., a limited liability company organized under the
laws of the State of Israel ("Nuvo"),issued a press release announcing the
closing of the business combination by and among LAMF, Nuvo, Holdco Nuvo Group
D.G Ltd., a limitedliability company organized under the laws of the State of
Israel ("Holdco"), Nuvo Assetco Corp., a Cayman Islands exemptedcompany and a
wholly owned subsidiary of Holdco ("Assetco"), and H.F.N Insight Merger
Company Ltd., a limited liability companyorganized under the laws of the State
of Israel and a wholly owned subsidiary of LAMF ("Merger Sub"). The press
release isattached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnishedand
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "ExchangeAct"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into thefilings of LAMF under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
insuch filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information contained in thisItem 7.01,
including Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
99.1 Press Release, dated May 1, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
SIGNATURE
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereuntoduly authorized.
LAMF GLOBAL VENTURES CORP. I
By: /s/ Rice Powell
Name: Rice Powell
Title: Authorized Signatory
Dated: May 1, 2024
2
Exhibit 99.1
Remote Pregnancy Care Innovator Nuvo Group Ltd.Becomes Public Company Through
Completion of Business Combination with LAMF Global Ventures Corp. I
Nuvo Solves Inherent Problems of Access to QualityPregnancy Care With Advanced
FDA-Cleared Pregnancy Monitoring and Management Platform
Company Will Begin Trading on Nasdaq Under TickerSymbol NUVO as of Thursday
May 2, 2024
TEL AVIV, Israel & LOS ANGELES - May 1, 2024 -
Holdco Nuvo Group D.G Ltd (NASDAQ: NUVO) ("Nuvo"), a pioneer in remote
pregnancy monitoring, today announced completion ofits business combination
with LAMF Global Ventures Corp. I (NASDAQ: LGVC, LGVCU, LGVCW) ("LAMF"), a
publicly traded specialpurpose acquisition company and Nuvo Group Ltd. The
combined company will retain the Nuvo name, along with its existing management
andoperational structure. The company's shares will be listed on Nasdaq under
a new ticker symbol (NUVO) as of Thursday, May 2, 2024.
Nuvo is addressing health disparities and breaking down barriers toaccessing
quality pregnancy care with INVUTM, an advanced pregnancy monitoring and
management platform. INVU harnesses wearabletechnology, AI and machine
learning to empower patients and healthcare providers with real-time,
actionable insights into maternal-fetalhealth.
The physician-prescribed, FDA-cleared platform enables clinicians toconduct
fetal non-stress tests (NSTs) with patients anywhere, improving accessibility
to care, reducing staffing burdens and enhancingthe quality and depth of
information available for decision-making. The wearable band and mobile app
capture maternal and fetal heartrates and uterine activity signals, which are
processed in the cloud and transmitted in real-time for clinician
interpretation.
The combined company will be led by Nuvo's chief executive officerRice Powell,
a 40-year industry veteran with a proven record for meeting consumer health
needs while satisfying payor and provider requirements.Rice is the former CEO
and Chairman
of the Management Board of Fresenius Medical Care, a dual listedcompany on the
Frankfurt and New York stock exchanges,
and a leading global provider of kidney dialysis products and services.He has
held several senior leadership positions at Fresenius Medical Care, as well as
senior positions at Biogen Inc. and Baxter InternationalInc. Rice was
appointed to Nuvo's Board of Directors in September 2023.
"Nuvo is committed to solving the inherent problems of a brokenpregnancy care
system by enabling access to quality care with advanced remote monitoring
technology," said Rice Powell, CEO of Nuvo."Becoming a public company provides
us with the resources to redefine pregnancy care and address health
disparities by ensuring thatall expectant mothers can receive timely and
accurate care, regardless of their background or location."
The business combination, which was approved at a special meeting ofLAMF's
shareholders, held on April 1, 2024 and at an extraordinary general meeting of
Nuvo shareholders on March 1, 2024, will enableNuvo to access capital markets
to fuel commercial growth, international expansion, and expedite its
innovation pipeline.
Nuvo was represented on the business combination by Greenberg Traurigand
Meitar, and LAMF was represented by White & Case and Herzog Fox & Neeman.
About Nuvo
Nuvo is leading a transformation in pregnancy care by providing cliniciansand
expectant mothers with access to medically-necessary remote pregnancy
monitoring anytime, anywhere. Nuvo's INVUTM platformis an FDA-cleared remote
pregnancy monitoring and management system. It enables the delivery of remote
non-stress tests (NSTs) and maternaland fetal heart rate monitoring, while
pioneering new data-driven personalized pathways that Nuvo believes can
improve future health outcomes.INVU is being used by leading health providers
and research institutions across the US and Israel. Nuvo plans to continue to
expand thefootprint of sales in the US and Israel and plans to introduce its
INVU platform in Europe in 2024, subject to granting of the CE markit filed in
Europe in March 2023, to provide remote access and insights not previously
deemed possible. Nuvo is led by a diverse teamof experienced business, medical
and technology leaders, united in the mission of breaking down barriers to
pregnancy care to give everylife a better beginning. For more information and
complete indications, contraindications, warnings and precautions, and
instructionsfor use, visit www.nuvocares.com.
Forward-Looking Statements
Certain statements contained in this press release may be consideredforward-look
ing statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995, Section 27A of the SecuritiesAct and Section 21E of the
Exchange Act, including statements regarding the Business Combination
involving LAMF, Nuvo and Holdco, andthe ability to consummate the Business
Combination. Forward-looking statements generally include statements that are
predictive in natureand depend upon or refer to future events or conditions,
and include words such as "may," "will," "should,""would," "expect,"
"anticipate," "plan," "likely," "believe,""estimate," "project," "intend," and
other similar expressions among others. Statements that are nothistorical
facts are forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subjectto risks and uncertainties and
are not guarantees of future performance. Actual results could differ
materially from those contained inany forward-looking statement as a result of
various factors, including, without limitation: (i) the possibility that other
anticipatedbenefits of the Business Combination will not be realized, and the
anticipated tax treatment of the Business Combination; (ii) the riskthat
shareholder litigation in connection with the Business Combination or other
settlements or investigations may affect the timing oroccurrence of the
Business Combination or result in significant costs of defense, indemnification
and liability; (iii) changes in generaleconomic and/or industry specific
conditions; (iv) possible disruptions from the Business Combination that could
harm Nuvo's business;(v) the ability of Nuvo to retain, attract and hire key
personnel; (ix) potential adverse reactions or changes to relationships with
customers,employees, suppliers or other parties resulting from the completion
of the Business Combination; (vi) legislative, regulatory and economicdevelopmen
ts; (vii) unpredictability and severity of catastrophic events, including, but
not limited to, acts of terrorism, outbreak ofwar or hostilities and any
epidemic, pandemic or disease outbreak (including COVID-19), as well as
management's response to anyof the aforementioned factors; and (viii) other
risk factors as detailed in the registration statement (File No: 333-274803)
on Form F-4filed by Holdco with the SEC in connection with the Business
Combination and the prospectus/proxy statement contained therein, as wellas
those risk factors detailed from time to time in Nuvo's reports filed with the
SEC, including its Annual Report on Form 20-Fand other documents filed with
the SEC. The foregoing list of important factors is not exhaustive. Except as
required by applicable law,Nuvo does not undertake any obligation to revise or
update any forward-looking statement, or to make any other forward-looking
statements,whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and is neitheran offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in anyjurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in anyjurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting
the requirementsof Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom, and otherwise in accordance with applicable law.
CONTACTS:
Investor Relations Contact
Nuvo Group
Ryan Kraudel
ryan.kraudel@nuvocares.com
Media Relations Contact
FINN Partners for Nuvo Group
Danny Sudwarts
danny.sudwarts@finnpartners.com
(+1) 469-297-2515
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