LAMF Global Ventures Corp I - Ordinary Shares (LGVC) CORRESP Correspondence with SEC

April 18, 2023 VIA EDGAR United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction 100 F Street NE
Washington, D.C. 20549
Attn: Ronald E. Alper and Pam Howell

Re: LAMF Global Ventures Corp. I

Preliminary Proxy Statement on Schedule 14A

Filed April 11, 2023

File No. 001-41053

Dear Mr. Alper and Ms. Howell:

On behalf of our client, LAMF Global Ventures Corp. I, a Cayman Islands exempted company (the “Company” or “LAMF”), we are writing to submit the Company’s response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated April 17, 2022 (the “Comment Letter”), with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A, filed on April 11, 2023 (the “Preliminary Proxy Statement”).

The Company has filed via EDGAR an Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment No. 1 to the Preliminary Proxy Statement”) which reflects the Company’s response to the comment received by the Staff.

Preliminary Proxy Statement

General

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government

United States Securities and Exchange Commission

April 18, 2023

review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company respectfully advises the Staff that LAMF SPAC Holdings I LLC (the “Sponsor”) is not controlled by a non-U.S. person. The Company further advises the Staff that the Sponsor does not have any substantial ties with a non-U.S. person except that Simon Horsman, the Company’s Chief Executive Officer and a British citizen, is one of the three managing members of the managing member of the Sponsor; however, because such three managing members must act by majority consent, Mr. Horsman does not have the ability to independently control the Sponsor. In response to the Staff’s comment, the Company has added the below risk factor on page 18 of Amendment No. 1 to the Preliminary Proxy Statement. The Company respectfully advises the Staff that the Company previously disclosed the same risk factor in its Annual Report on Form 10-K for the fiscal year ending December 31, 2022, filed with the Commission on March 31, 2023 (the “2022 10-K”), in respect of the same comment of the Staff received on November 14, 2022 in reference to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021. The Company further respectfully advises the Staff that the Preliminary Proxy Statement makes reference to all of the risk factors included in the 2022 10-K under the heading “Risk Factors” on page 15 of the Preliminary Proxy Statement.

“We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

Our Chief Executive Officer, Simon Horsman, is a British citizen and one of the three managing members of the managing member of our sponsor, LAMF SPAC Holdings I LLC (the “Sponsor”),. Mr. Horsman does not have the ability to independently control the Sponsor because such three managing members must act by majority consent.

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United States Securities and Exchange Commission

April 18, 2023

For so long as the Sponsor retains a material ownership interest in us, we may be deemed a “foreign person” under the regulations relating to CFIUS. As such, an initial business combination with a U.S. business or foreign business with U.S. operations that we may wish to pursue may be subject to CFIUS review. If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. In such circumstances, CFIUS may decide to delay or recommend that the President of the United States block our proposed initial business combination, require conditions with respect to such initial business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders. In addition, certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership. If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay our initial business combination, or require conditions with respect to it, which may delay or prevent us from consummating a potential transaction.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the potential appreciation in value of such investment. Additionally, our warrants will become worthless.”

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United States Securities and Exchange Commission

April 18, 2023

Please do not hesitate to contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc: Morgan Earnest, LAMF Global Ventures Corp. I

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