SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SB Management Ltd

(Last) (First) (Middle)
9TH FLOOR, AL SILA TOWER
ADGM SQUARE, AL MARYAH ISLAND

(Street)
ABU DHABI C0 NA

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2021
3. Issuer Name and Ticker or Trading Symbol
Learn CW Investment Corp [ LCW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares, par value $0.0001 per share 10,000,000 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SB Management Ltd

(Last) (First) (Middle)
9TH FLOOR, AL SILA TOWER
ADGM SQUARE, AL MARYAH ISLAND

(Street)
ABU DHABI C0 NA

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOFTBANK GROUP CORP

(Last) (First) (Middle)
1-7-1 KAIGAN
MINATO-KU

(Street)
TOKYO M0 105-7537

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported herein are held by an investment fund (the "SB Fund") to which SB Management Limited ("SB Management") serves as the investment manager and as such may be deemed to have voting and investment power over the securities held by the SB Fund. SB Management is owned by Softbank Group Corp. (together with SB Management, the "Reporting Persons") and as such may be deemed to have voting and investment power over the securities held by the SB Fund. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein.
SB Management Limited, by: /s/ Akshay Naheta, Chief Executive Officer 10/25/2021
SoftBank Group Corp., by: /s/ Natsuko Ohga, Head of Corporate Legal Department 10/25/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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