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LAMF Global Ventures Corp. I *

LAMF Global Ventures Corp. I *

Oct 4, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Nuvo Group 

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

LAMF Global Ventures Corp. I proposes to combine with Nuvo Group.

Nuvo specializes in updating pregnancy care for the 21st century using modern technology, tools, and practices for providers and expectant mothers. This includes the INVU by Nuvo™ platform, an FDA-cleared, prescription-initiated system for remote pregnancy monitoring and management. The INVU™ sensor band facilitates remote non-stress tests and monitors maternal & fetal heart rates. It also collects data intended to inform future personalized care pathways. Additionally, it has been granted support from notable academic medical centers and scientific institutions. Nuvo’s team comprises business and medical professionals, data engineers, software designers, and parents working towards improving the beginning stages of life.

TRANSACTION

  • The boards of directors for both Nuvo and LAMF have unanimously approved the proposed business combination, which is expected to be completed in the first quarter of 2024.
  • The transaction values Nuvo at a pre-money equity valuation of $269 million and up to approximately $300 million upon Nuvo achieving a commercial milestone.

SPAC FUNDING

  • Nuvo and Holdco entered into securities purchase agreements (the “Interim Financing”) with certain investors (the “Interim Financing Investors”) pursuant to which:
    • (i) Nuvo has issued Company Crossover Preferred Shares to the Interim Financing Investors and
    • (ii) upon and subject to the Closing, Holdco will issue 3,823,530 Holdco Ordinary Shares to the Interim Financing Investors, providing Nuvo with an aggregate of approximately $13,000,000 of gross proceeds as a result of the Interim Financing.

LOCK-UP

  • Company:
    • The Company Shareholders agreed to not transfer any Holdco Ordinary Shares received by them in connection with the Business Combination for a period of six months following the Closing.
  • Sponsor:
    • The Sponsor Parties agreed to not transfer any LAMF Class A Shares held by them for a period of six months following the Closing.

Sponsor Forfeiture

  • Potential Sponsor Forfeiture:
    • (i) in the event Holdco consummates a Follow-on Offering during the Sponsor Parties Lock-up Period and the aggregate amount raised in any Financing Transaction and such Follow-on Offering is less than $2,000,000, the Sponsor has agreed to forfeit a pro rata portion of 500,000 Lock-Up Shares representing the difference between $2,000,000 and such aggregate amount raised, and
    • (ii) in the event Holdco consummates a Follow-on Offering during the Sponsor Parties Lock-up Period and the aggregate amount raised in any Financing Transaction and such Follow-on Offering is less than $25,000,000 (excluding amounts received in connection with the Interim Financing and any investment counted for purposes of (i)), the Sponsor has agreed to forfeit a pro rata portion of the Pooled Shares representing the difference between $25,000,000 and such aggregate amount raised.
  • Sponsor Forfeiture in Connection with the Interim Financing:
    • The Sponsor has agreed to forfeit up to 1,000,000 LAMF Class A Shares pro rata with respect to up to $10,000,000 raised in the Interim Financing (exclusive of $3,000,000 in commitments obtained prior to the date of the Sponsor Support Agreement).
    • In addition, Nuvo has agreed to issue up to 3,900,000 Nuvo Shares in the Interim Financing, pro rata with respect to up to $13,000,000 raised in the Interim Financing (with 900,000 of such shares being issued to investors who committed $3,000,000 prior to the date of the Sponsor Support Agreement);

NOTABLE CONDITIONS TO CLOSING

  • Novo and LAMF shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

  • The BCA may be terminated by either LAMF or Nuvo if the Business Combination is not consummated by May 17, 2024.

ADVISORS

  • Company
    • Greenberg Traurig, P.A. and Meitar are serving as legal counsel.
  • SPAC
    • White & Case LLP and Herzog Fox & Neeman are serving as legal counsel.
    • Roth Capital Partners, LLC is serving as capital markets advisor.
    • Cohen & Company Capital Markets is serving as capital markets advisor.

EXTENSION – 5/12/23 – LINK

  • The SPAC approved the extension from May 16, 2023 to November 16, 2023, and the option to further extend the date by which it has to consummate a business combination beyond November 16, 2023 up to six times for an additional one-month each time to May 16, 2024.
    • 22,347,384 shares were redeemed for $10.52 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/9/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,588,000 shares
    • For the Initial Extension, the number of Founder Shares transferred will equal 21% of the Non-Redeemed Shares or 333,480 Founder Shares. For each Additional Monthly Extension, the number of Founder Shares will equal 3.5% of the Non-Redeemed Shares or 55,580 Founder Shares, up to an aggregate of 666,960 Founder Shares if all extensions are implemented.

SUBSEQUENT EVENT – 5/3/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,300,000 shares
    • For the Initial Extension, the number of Founder Shares transferred will equal 21% of the Non-Redeemed Shares or 273,000 Founder Shares. For each Additional Monthly Extension, the number of Founder Shares will equal 3.5% of the Non-Redeemed Shares or 45,500 Founder Shares, up to an aggregate of 546,000 Founder Shares if all extensions are implemented.

LETTER OF INTENT – 4/28/23 – LINK

  • The SPAC entered into a non-binding letter of intent for a proposed business combination with Nuvo Group Ltd., the creators of INVU by Nuvo™, an FDA-cleared remote pregnancy monitoring platform that enables the delivery of remote NSTs (Non-Stress Tests) and maternal & fetal heart rate monitoring, helping expectant parents adhere to their prescribed care plan.
  • The combined public company is expected to be led by Nuvo’s CEO, Kelly Londy.
  • If definitive agreements are executed as contemplated, the combined company will apply to be listed on Nasdaq under the ticker “NUVO”.
  • The transaction is expected to close during the second half of 2023.
  • The LOI contemplates a pre-money equity valuation of $269,000,000, excluding a seller earnout of approximately $31,000,000.
  • Jeffrey Soros and affiliates of 10X Capital have committed to make a financial investment in Nuvo in connection with the entry into a definitive agreement.
  • The SPAC expects to announce additional details regarding the proposed business combination when a definitive agreement is executed.

MANAGEMENT & BOARD

Executive Officers

Simon Horsman, 54
Chief Executive Officer and Director

Mr. Horsman is the co-founder and Co-CEO of LAMF since 2014 and is primarily responsible for overseeing the financial and business approach for the various businesses, which has included the financing and production of multiple entertainment projects. Qualified as a lawyer in both California (active) and the United Kingdom (non-active), Mr. Horsman started his legal career in 1990 at the U.K.’s preeminent corporate law firm, Slaughter and May, and then as a partner from 1998 to 2003 in a leading boutique law firm in Los Angeles, Neff Law Group, specializing in the technology and e-commerce sectors. His clients at the time included many of the world’s largest software companies. In 2003, Horsman joined his client, PriceGrabber.com, a leading e-commerce platform, as its Vice President and General Counsel, and was integrally involved in arranging the company’s sale in 2005; with only $1.5 million of investment, the company sold to Experian for $485 million. Mr. Horsman has been a Partner in Beyond Athlete Management since 2018 and Co-Chair of InventTV since 2016. From 2006 through 2009, Mr. Horsman was CEO of Future Films (U.S.), at the time part of one of the largest independent entertainment financing groups.

Morgan Earnest, 33
Chief Financial Officer

Mr. Earnest has served as the Chief Operating Officer of LAMF from 2014 to the present, as Chief Operating Officer of InventTV since 2018 and Chief Operating Officer of Beyond Athlete Management since 2018 and has over 10 years of investment, corporate development and mergers & acquisitions experience. Since 2018 he has been a senior investment advisor to Jeffrey Soros’ family office for alternative and private investments across a range of industries including technology, e-commerce, financial services, real estate, consumer, healthcare and life sciences. Prior to LAMF, Mr. Earnest was an executive from 2016 to 2018, for four-time Oscar-nominated writer / director / producer Michael Mann at his production company, Forward Pass, Inc. Mr. Earnest started his career with J.P. Morgan Investment Management where he was an analyst from 2010 to 2011 and holds a Bachelor of Science in Management (BSM) in Finance from Tulane University.

Board of Directors

Jeffrey Soros, 61
Chairman

Mr. Soros co-founded LAMF in 2014 and has served as its Co-CEO from 2014 to the present. In addition to investing through LAMF, Mr. Soros has a long track record of investing, through his family office, from 1990 to the present, and in a personal capacity, into both private and public companies in a variety of sectors, including technology, e-commerce, financial services, real estate, consumer products, healthcare / life sciences, hospitality and art. Examples of these investments include Palantir Technologies Inc. (NYSE: PLTR), ContextLogic, Inc. (Nasdaq: WISH), Field Trip Health Ltd (Nasdaq: FTRPF), Aspiration Partners Inc., eSalon, Verge Analytics, Inc. (d/b/a Verge Genomics), Zywave, Inc., Kele, Inc. and Drake Holdings (DPS Skis) Inc. (d/b/a DPS Skis). Mr. Soros has been a Partner in Beyond Athlete Management since 2018 and Co-Chair of InventTV since 2016. Prior to LAMF, he founded and served as CEO of Considered Entertainment from 2009 to 2014. He is President Emeritus of the Museum of Contemporary Art in Los Angeles and a former President of its Board of Trustees from 2008 to 2014. Additionally, he is a founding board member of the Creative Capital Foundation (1999), former chair, and currently board emeritus as well as a founding board member of Almanack Screenwriters (2002) and served as its chair since 2019. Mr. Soros currently serves as President of the Paul & Daisy Soros Fellowship for New Americans a position he has held since 2002, which provides grants to cover graduate education of 30 new Americans annually (immigrants and children of immigrants) who are poised to make significant contributions to U.S. society, culture or their academic field. Over 20 years, the Fellowship has built a community of over 625 immigrants and children of immigrants. Mr. Soros holds a Bachelor of Arts degree from Vassar College.

Mike Brown, 51
Director

Mr. Brown is an American basketball coach who is the associate head coach for the Golden State Warriors and the head coach of the Nigerian National Basketball Team. He previously served as the head coach of the Cleveland Cavaliers from 2005 to 2010. After a 2009 season where the Cavaliers went 66-16, he won NBA Coach of the Year. In his second season in 2010, the Cavaliers made it to the NBA Finals for the first time in franchise history. Mr. Brown has coached for the Los Angeles Lakers from 2011 to 2012. Mr. Brown has also been an assistant coach for the Washington Wizards from 1997 to 1999, the San Antonio Spurs from 2000 to 2003 and the Indiana Pacers from 2003 to 2005, and played collegiately at Mesa Community College and the University of San Diego from 1988 to 1992 where he also earned a Bachelor of Business Administration degree.

Adriana Machado, 53
Director

Ms. Machado is one of Latin America’s most celebrated women business leaders and an outspoken advocate in the impact economy space. She served as the President and CEO of GE Brazil from December 2011 to April 2013 and founder of the Briyah Institute, a Benefit Corporation (B Corp) that bridges innovation, practice and purpose to inspire leaders to transform organizations co-creating an impact economy in April 2018. Ms. Machado serves on the advisory board of Securitas Bio and of America Solidaria U.S. since January 2021 and January 2016 respectively and has been a supporter of the Brain Health Project, an initiative aimed at preventing Alzheimer’s Disease by promoting brain health and slowing cognitive decline. She also serves as a strategic partner to the WOMB Group since 2020 by connecting purpose-driven companies with transformational leaders, geared towards delivering positive impact to all stakeholders. Adriana has a B.A. in Political Science from Universidade de Brasilia (UnB).

Christina Spade, 52
Director

Ms. Spade has spent her career in media and entertainment. She currently serves as Chief Financial Officer of AMC Networks, overseeing the company’s financial operations, investor relations and global technology, and previously served as Chief Financial Officer for ViacomCBS from 2019 to 2020 and at CBS Corporation from 2018 to 2019 prior to its merger with Viacom Inc. Prior to this, Ms. Spade was at SNI for 21 years where she served in various roles, including Chief Financial Officer from 2012 to 2018, and was instrumental in the successful scaling of the Showtime OTT platform. Additionally, she served as Senior Vice President, Affiliate Finance and Business Operations from 2000 to 2012. She also worked for PricewaterhouseCoopers from 1991 to 1997 in various roles. Ms. Spade is currently a member of the board of directors for the T. Howard Foundation a position held since 2015 and has been a New York City Chapter Board member of Financial Executives International since 2016. She also founded in 2010, and is president of ATR Children’s Foundation, which is a non-profit organization established to help children in need. Ms. Spade was selected as a 2017 WICT Wonder Woman and served as an executive mentor in WICT’s mentorship program.

 

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