Nuvo Group: DIP-Funded 363 Sale After De-SPAC

Nuvo Group USA, Inc. and two affiliates filed chapter 11 cases in Delaware on August 22, 2024, less than four months after parent Holdco Nuvo Group D.G. Ltd. completed a business combination with LAMF Global Ventures Corp. I and began trading under ticker NUVO. The filing was not framed as a long in-court reorganization. In the First Day Declaration, chief executive Robert Powell said heavy redemptions in the de-SPAC left the group with about $400,000 of net proceeds and only $28,692.21 of cash by the petition date, leaving the business without enough liquidity to pay professionals or fund operations.

The docket then moved on a sale timetable. Nuvo sought debtor-in-possession financing, obtained bidding procedures in October 2024, sold substantially all assets in December 2024, and remained in chapter 11 through early 2026 while the estates dealt with professional fees, ordinary-course wind-down costs, and a pause in a control dispute with an Israeli trustee.

Debtors	Nuvo Group USA, Inc.; Holdco Nuvo D.G. Ltd.; Nuvo Group Ltd.
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11880
Petition Date	August 22, 2024
Judge	Hon. Mary F. Walrath
Business	Remote pregnancy monitoring platform centered on INVU
Employees at Filing	9 in the United States; 37 in Israel; 14 contractors in Ukraine
Prepetition Bridge Notes	About $12.8 million including accrued interest
DIP Facility	Original motion sought $10 million; second interim order approved a facility capped at $7.88 million
Sale Order Date	December 12, 2024
Sale Closed	December 13, 2024
Current Posture	Post-sale wind-down; March 24, 2026 omnibus hearing scheduled

Filing Followed a De-SPAC That Produced Little Cash

Nuvo marketed INVU as an FDA-cleared remote pregnancy monitoring platform for maternal and fetal heart-rate monitoring and uterine activity. Public materials described the company as a telehealth-oriented pregnancy-care business, and TIME later included INVU on its 2024 Best Inventions list. The chapter 11 record shows the business reached court after the public listing with limited liquidity.

Powell said the corporate group operated from a Princeton mailing address and a Tel Aviv office, with the core business split across the United States and Israel. The same declaration said Nuvo had about 9 employees in the United States, 37 employees in Israel, and 14 full-time contractors in Ukraine at filing. The debtors also said the business had issued about $12.5 million of bridge notes, with roughly $12.8 million outstanding including accrued interest, after unsuccessful efforts to secure enough post-combination financing to refinance that bridge debt and support ongoing operations.

Bloomberg and Global Restructuring Review both described Nuvo as a pregnancy-care company that reached chapter 11 only months after the de-SPAC closed, and the debtors' filing record matches that timeline. The chapter 11 cases were jointly administered under lead case number 24-11880, and the statement that no unsecured creditors' committee had been appointed shows the case proceeded without a committee representing general unsecured creditors.

Rather than asking the court to oversee a long confirmation process, Nuvo said it needed financing and bankruptcy protection to preserve the INVU platform long enough to run an orderly recapitalization or sale process. Later DIP and sale papers followed that same framing.

DIP Financing Was Meant to Fund a Near-Term Sale Process

The DIP motion sought a superpriority multi-draw term loan facility of up to $10 million from Nuvo Investors DiP LLC or its designee, with $2.85 million available on an interim basis. The proposed economics included a 7.00% non-default interest rate, a 2.00% default-rate premium, milestone deadlines tied to interim and final DIP approval, and a sale or restructuring timetable that required the debtors to move quickly.

Public reporting at the time captured the source of that financing. Bloomberg Law reported the court had approved founder-backed borrowing after Nuvo said other investors were not prepared to provide replacement financing. The first day record also said the DIP lender was expected to be funded by founder Laurence Klein together with other existing lenders and investors.

Nuvo later had to revise the financing structure after exhausting the initial borrowing capacity. In the supplemental DIP motion, the debtors said the revised facility would provide up to $5.03 million of additional financing on top of the $2.85 million already drawn. The second interim DIP order then approved a facility capped at $7.88 million after the debtors said they needed additional liquidity to complete the sale process.

The DIP structure gave the lender superpriority claims and liens, imposed budget discipline, and kept the estates on short milestones. The debtors told the court they would not be able to operate, pay employees, or preserve business relationships without that money.

The Sale Ended With a DIP-Backed Credit Bid

Nuvo moved for a sale in October 2024, arguing that a court-supervised marketing process offered the best path to preserve the operating business before liquidity ran out. The bidding procedures order approved a stalking-horse deadline of October 25, a bid deadline of November 26, a December 4 auction if more than one qualified bid was received, and a sale hearing no later than December 9.

In late November, Nuvo announced a sale arrangement backed by Kips Bay, and Intrepid later said in its sale announcement that it had run the chapter 11 sale process and provided expert testimony supporting the transaction. The docket shows the buyer that emerged was Nuvo Int'l Group Inc., acting as assignee of Nuvo DIP Lender LLC.

The asset purchase agreement spelled out the consideration. The deal included a full credit bid of the DIP obligations, $2.5 million in cash, $300,420 for specified post-petition payables, and assumption of certain liabilities together with payment of cure amounts. The APA also said there were no bid protections.

The sale order entered on December 12, 2024 approved the transaction as the highest or otherwise best bid and authorized a transfer free and clear of liens other than assumed liabilities. The order also found the buyer was acting in good faith. The next step happened immediately: the notice of closing of sale said the transaction closed on December 13, 2024.

The sale transferred the operating business to a buyer aligned with the DIP lender, while the estates remained in chapter 11 to handle fees, claims, and other post-closing matters.

Objections Focused on Lien Priority and Contract Assignment

The sale was not uncontested. In the Gaingels objection, Gaingels 10X Capital Diversity Fund I, LP argued that bridge-note liens on the debtors' intellectual property were senior to the DIP lender's position and that the proposed credit bid therefore could not be treated as the proper purchase price for purposes of section 363(f)(3). Gaingels asked the court either to preserve those senior liens after closing, require the purchase price to be paid in cash to the bridge lenders, or deny the sale and deny credit-bid rights for cause.

Oracle raised a different issue in the Oracle objection. Oracle said the debtors had not clearly identified which contracts were being assumed and assigned, that cure information was incomplete, and that the purchaser could not selectively assume integrated software-license arrangements. Oracle also argued its non-exclusive intellectual-property licenses were not assignable without consent and that the buyer had not shown adequate assurance of future performance.

Gaingels challenged the lien and credit-bid mechanics. Oracle challenged assumption, assignment, and software-license treatment. The objections put both lien priority and contract-transfer issues before the court at the sale hearing.

The court approved the sale anyway, but later filings and reporting show the post-sale period still involved control, claims, and cross-border issues. Law360 reported in May 2025 that Nuvo Group and an Israeli court-appointed trustee agreed to pause a fight over competing insolvency proceedings while they tried to align those processes.

Professional Fees and Wind-Down Expenses Kept the Cases Open

Nuvo said it had retained Intrepid to explore strategic alternatives, and Hughes Hubbard later published a case announcement identifying the main chapter 11 advisor group. The court record shows that group included Hughes Hubbard as chapter 11 counsel, Morris Nichols as Delaware counsel, Meitar as Israeli special corporate counsel, Intrepid as investment banker, and Teneo Capital with James Feltman as chief restructuring officer.

The Intrepid final fee application gives one of the clearest pictures of the sale effort. Intrepid said it contacted more than 140 potential bidders, signed nondisclosure agreements with 15 parties, charged four monthly fees of $75,000 each, and earned a $1.25 million sale fee when the transaction closed. The filing requested total compensation and expenses of $1,556,016.18.

Professional costs continued after the closing. The order releasing escrow and sale proceeds authorized release of $750,000 from the professional-fee escrow and sale proceeds in March 2025 to pay allowed professional fees and expenses. By June 2025, the motion to pay ordinary-course and other expenses said the debtors were still evaluating litigation claims and still trying to resolve issues with both the Israeli Trustee and Gaingels 10X before the cases could conclude.

By then, the debtors were asking to use an unencumbered fund capped at $150,000 to pay director fees, U.S. Trustee fees, and previously approved professional fees while they wound down the estates. The third ordinary-course-expenses order entered on January 5, 2026 authorized another $15,750 of those expenses.

The docket still had no plan or disclosure statement by then. A December 2025 monthly operating report for Nuvo Group USA showed $1,792,043 in end-of-month cash and indicated that no plan or disclosure statement had been filed. Two days after the January 5 expense order, the omnibus scheduling order set the next omnibus hearing for March 24, 2026. The cases therefore remained open into March 2026.

The Cases Stayed Open After the Sale

Bloomberg's filing coverage and Nasdaq's later delisting notice tracked the same sequence reflected in the docket: a company that went public in May 2024 filed chapter 11 in August 2024, obtained DIP financing, sold substantially all assets in December 2024, and remained in court through early 2026.

The sale economics were concentrated around the DIP lender. The buyer acquired the assets through a credit bid of DIP debt plus cash and assumed liabilities, while Gaingels' objection challenged whether bridge-note liens were senior to that credit bid.

After closing, the estates continued to address escrow releases, fee applications, ordinary-course expenses, and the dispute involving the Israeli trustee.

Frequently Asked Questions

Why did Nuvo file chapter 11 so soon after going public?

The first day record said heavy redemptions in the de-SPAC left the company with only about $400,000 of net proceeds and less than $30,000 of cash by the petition date. Public coverage likewise described Nuvo as reaching bankruptcy only months after the LAMF business combination closed.

What did the DIP financing accomplish?

The DIP financing gave Nuvo liquidity to keep operating while it marketed the business. Bloomberg Law reported the facility was funded through founder-linked money after other financing options fell away, and the docket later showed the revised DIP structure was intended to carry the debtors through a near-term sale process.

Who bought Nuvo's assets?

Nuvo Int'l Group Inc., as assignee of the DIP lender, acquired substantially all assets through the December 2024 sale. The outside story matched the court record: Nuvo said the buyer was funded by Kips Bay Select LP.

What were the main disputes around the sale?

Gaingels challenged the credit-bid structure and asserted senior bridge-note liens on intellectual property, while Oracle challenged assumption and assignment of software-related contracts and licenses. Those objections put both capital-structure priority and contract-transfer issues before the court.

Did the chapter 11 case end when the sale closed?

No. The sale closed in December 2024, but later filings show the estates were still paying professional fees and ordinary-course wind-down costs in 2025 and 2026. Law360 also reported a later pause in a dispute with an Israeli trustee over how the competing insolvency processes would proceed.

What happened to INVU after the sale?

Nuvo's buyer kept commercializing the platform. In February 2026, the post-sale business said INVU remained available by prescription. Earlier company materials had also tied the platform to a collaboration with Unified Women's Healthcare.

For more chapter 11 sale and restructuring coverage, see the rest of the ElevenFlo bankruptcy blog.