United States securities and exchange commission logo





                              April 22, 2021

       Robert Hutter
       Chief Executive Officer
       Learn CW Investment Corp
       11755 Wilshire Blvd.
       Suite 2320
       Los Angeles, CA 90025

                                                        Re: Learn CW Investment
Corp
                                                            Registration
Statement on Form S-1
                                                            Filed March 29,
2021
                                                            File No. 333-254820

       Dear Mr. Hutter:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed March 29, 2021

       Cover Page

   1.                                                   Please expand the
disclosure on the anchor investor to disclose the percentage ownership
                                                        represented by the $100
million of units and the percentage ownership of issued and
                                                        outstanding ordinary
shares to be owned together with the initial shareholders and
                                                        management at the
completion of the offering.
       Summary
       Our Acquisition Process, page 7

   2.                                                   Please clarify here
that the low price the founders paid for the founder shares creates an
                                                        incentive whereby your
officers and directors could potentially make a substantial profit
 Robert Hutter
Learn CW Investment Corp
April 22, 2021
Page 2
         even if you select an acquisition target that subsequently declines in
value and is
         unprofitable for public investors. As a separate matter, add a risk
factor that explains how
         these incentives create a risk to potential investors.
Expressions of interest, page 16

3.       Noting that the anchor investor has expressed an interest in
purchasing $100 million of
         units in this offering and in entering into a letter agreement to vote
all of its public shares
         in favor of any business combination, please file a copy of the
agreement as an exhibit to
         the registration statement and disclose:
             the percentage of votes the anchor investor would be entitled to
cast if you solicit
              proxies for a business combination and compare that percentage to
the total shares to
              be outstanding;
             whether the underwriting fee would apply to any purchases by
              your anchor investor in this offering and
             the information required by Item 403 of Regulation S-K in the
Principal Shareholders
              section of the prospectus.
Description of Securities
Warrants
Public Shareholders' Warrants, page 133

4.       Please revise the discussion on page 140 regarding the exclusive forum
provisions in your
         Warrant Agreement to appear under a new specifically-captioned
subsection or advise.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Michael Henderson at (202) 551-3364 or Robert Klein at
(202) 551-
3847 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Livingston at (202) 551-3448 or Eric Envall at
(202) 551-
3234 with any other questions.



FirstName LastNameRobert Hutter                                  Sincerely,
Comapany NameLearn CW Investment Corp
                                                                 Division of
Corporation Finance
April 22, 2021 Page 2                                            Office of
Finance
FirstName LastName