S-4 1 ny20012992x3_s4.htm S-4

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As filed with the Securities and Exchange Commission on January 26, 2024
Registration No. 333-[     ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Learn SPAC HoldCo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
6770
93-4440048
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
11755 Wilshire Blvd.
Suite 2320
Los Angeles, California 90025
Telephone: (424) 324-2990
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Robert Hutter
President
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, California 90025
Telephone: (424) 324-2990
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel T. May
Patrick S. Baldwin
Thomas L. Short
Jones Day
1221 Peachtree Street, N.E., Suite 400
Atlanta, GA 30361
Tel: (404) 521-3939
Joshua G. DuClos
David Ni
Zach Shub-Essig
John W. Stribling
Sidley Austin LLP
787 Seventh Avenue
New York, New NY 10019
Tel: (212) 839-5300
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/consent solicitation statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting”, and “emerging growth” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

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EXPLANATORY NOTE
Learn SPAC HoldCo, Inc. (“Holdco”) is filing this registration statement on Form S-4 to register shares of its common stock, par value $0.0001 per share, that will be issued in connection with the business combination contemplated by that certain Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”), by and among Learn CW Investment Corporation, a Cayman Islands exempted company (“Learn CW”), Holdco, a Delaware corporation and direct, wholly-owned subsidiary of Learn CW, LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”), Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub” and together with LCW Merger Sub, the “Merger Subs”) and Innventure LLC, a Delaware limited liability company (“Innventure”). Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), pursuant to which, among other things, (i) LCW Merger Sub will merge with and into Learn CW (the “LCW Merger”), with Learn CW as the surviving company of the LCW Merger and (ii) Innventure Merger Sub will merge with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure as the surviving entity of the Innventure Merger. Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the “Closing”), Holdco is expected to change its name to “Innventure, Inc.”
This document, which we refer to as this “proxy statement/consent solicitation statement/prospectus” and which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”) by Holdco, as it may be amended or supplemented from time to time (File No. 333-[ ]) (the “Registration Statement”), serves as:
A notice of extraordinary general meeting and proxy statement of Learn CW under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Learn CW extraordinary general meeting being held on [ ], where Learn CW shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the proposals described herein;
A notice of solicitation of written consent and consent solicitation statement of Innventure, whereby holders of Innventure units are being asked to approve the Business Combination Agreement and the Transactions; and
A prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the (i) shares of Holdco common stock that Learn CW shareholders and holders of Innventure equity, profits interests and warrants will receive in the Business Combination, (ii) Holdco warrants that holders of Learn CW warrants will receive in the Business Combination and (iii) shares of Holdco common stock that may be issued upon exercise of such Holdco warrants.

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The information in this preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED JANUARY 26, 2024
PROXY STATEMENT FOR EXTRAORDINARY
GENERAL MEETING OF LEARN CW
INVESTMENT CORPORATION

CONSENT SOLICITATION STATEMENT
OF INNVENTURE LLC

PROSPECTUS
FOR [ ] SHARES OF COMMON STOCK,
[ ] WARRANTS AND [ ] SHARES OF COMMON STOCK
UNDERLYING WARRANTS
OF LEARN SPAC HOLDCO, INC.
(WHICH WILL BE RENAMED INNVENTURE, INC.
IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)
Dear Shareholders of Learn CW Investment Corporation and Members of Innventure LLC:
On October 24, 2023, Learn CW Investment Corporation, a Cayman Islands exempted company (“Learn CW”) and Innventure LLC, a Delaware limited liability company (“Innventure” or the “Company”), entered into a business combination agreement (as it may be amended and supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), with Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW (“Holdco”), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”) and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub” and, together with LCW Merger Sub, the “Merger Subs”).
The Business Combination Agreement, a copy of which is attached hereto as Annex A, provides for, among other things, the following mergers: (a) LCW Merger Sub will merge with and into Learn CW (the “LCW Merger”), with Learn CW as the surviving company of the LCW Merger and (b) Innventure Merger Sub will merge with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure as the surviving entity of the Innventure Merger (the consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”). Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Business Combination (the “Closing”), Holdco will change its name to “Innventure, Inc.,” and its common stock is expected to be listed on the [ ] (“[ ]”) under the ticker symbol “[ ].” It is a condition to the consummation of the Business Combination that Holdco’s common stock, par value $0.0001 per share (“Holdco Common Stock”) and warrants to purchase HoldCo Common Stock have been listed on [ ], subject to official notice of issuance.
The aggregate consideration (the “Merger Consideration”) to be paid to the holders of Innventure’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the Class I Units (each as defined in the Business Combination Agreement) (such holders, the “Innventure Members”), at the Closing will consist of a number of shares of Holdco Common Stock equal to (i) (A) $435 million minus (B) the outstanding indebtedness as of the Closing (not including the indebtedness from any Additional Financing (as defined in the Business Combination Agreement)), if any, plus (C) cash and cash equivalents (not including cash from any Additional Financing) held by Innventure and its direct and indirect subsidiaries as of the Closing, divided by (ii) $10.00. A portion of the aggregate Merger Consideration will be in the form of a contingent right to receive Company Earnout Shares (as defined below).
As part of the Merger Consideration, the Innventure Members shall have the contingent right to receive up to five million shares of Holdco Common Stock in the aggregate (the “Company Earnout Shares”), subject to the following milestone conditions (the “Milestone Conditions”):
(i)
40% of the Company Earnout Shares will be issuable upon Accelsius, Inc. having entered into binding contracts providing for revenue for the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing (the “Vesting Period”) in excess of $15 million in revenue;
(ii)
40% of the Company Earnout Shares will be issuable upon the Company’s formation of a new subsidiary, in partnership with a Multi-National Company (as defined in the Business Combination Agreement), as determined using the Company’s “DownSelect” process, within the Vesting Period; and
(iii)
20% of the Company Earnout Shares will be issuable upon AeroFlexx, LLC having received in excess of $15 million revenue within the Vesting Period.
The Milestone Conditions described above will also be deemed to be achieved if, during the period that begins six months following the Closing and prior to the expiration of the Vesting Period, (a) there is a Change of Control (as defined in the Business Combination Agreement) of Holdco or (b) the volume-weighted average trading price of Holdco Common Stock exceeds $11.50 per share for at least twenty trading days in any immediately preceding thirty trading day period. Any Company Earnout Shares not properly earned by the end of the Vesting Period shall no longer be payable and the obligations of Holdco to issue such Company Earnout Shares will be terminated.
At the effective time of the Innventure Merger (the “Innventure Merger Effective Time”), by virtue of the Innventure Merger, the Innventure Units (as defined in the accompanying proxy statement/consent solicitation statement/prospectus) (other than the Class PCTA Units and the Class I Units, each as defined in the Business Combination Agreement, and other than units to be cancelled in accordance with the Business Combination Agreement) and Class B Preferred Warrants issued and outstanding immediately prior to the Innventure Merger Effective Time will be converted into the right to receive a number of shares of Holdco Common Stock equal to the Merger Consideration, allocated among the holders of Innventure Units, and Class B Preferred Warrants in accordance with the Business Combination Agreement.
At the effective time of the LCW Merger (the “LCW Merger Effective Time” and, together with the Innventure Merger Effective Time, the “Effective Times”), by virtue of the LCW Merger, (a) each Class A ordinary share of Learn CW (“Learn CW Class A Ordinary Shares”) issued and outstanding immediately prior to the LCW Merger Effective Time (other than shares to be cancelled in accordance with the Business Combination Agreement and any Redemption Shares (as defined below) will be automatically surrendered and cancelled and converted into the right to receive one share of Holdco Common Stock and (b) each Learn CW Class A Ordinary Share issued and outstanding immediately prior to the LCW Merger Effective Time with respect to which a Learn CW shareholder has validly exercised its redemption rights in connection with the shareholder vote on certain matters relating to the proposed Business Combination (collectively, the “Redemption Shares”) will not be converted into and become a share of Holdco Common Stock, and instead will at the LCW Merger Effective Time be converted into the right to receive from Learn CW, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights. In addition, by virtue of the assumption by Holdco of the warrant agreement, dated as of October 12, 2021, by and between Learn CW and American Stock Transfer & Trust Company, LLC, a New York limited liability company, (the “Warrant Agreement”), Holdco shall assume each warrant of Learn CW that (a) was included as part of each unit issued by Learn CW in a private placement to CWAM LC Sponsor LLC, a Delaware limited liability company

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(the “Sponsor”), at the time of the consummation of the initial public offering (the “IPO”) of the Learn CW Units (as defined in the Business Combination Agreement) entitling its holder to purchase one Learn CW Class A Ordinary Share at a price of $11.50 per share (“Learn CW Private Warrants”); and (b) was included as part of each unit issued in the IPO entitling its holder thereof to purchase one Learn CW Class A Ordinary Share at a purchase price of $11.50 per share (“Learn CW Public Warrants” and collectively with the Learn CW Private Warrants, the “Learn CW Warrants”). Each Learn CW Warrant that is outstanding immediately prior to the LCW Merger Effective Time will automatically and irrevocably be modified to provide that such Learn CW Warrant will no longer entitle the holder thereof to purchase the number of Learn CW Class A Ordinary Shares set forth therein and in substitution thereof such Learn CW Warrant will entitle the holder thereof to acquire such number of shares of Holdco Common Stock per Learn CW Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement.
In connection with the proposed Business Combination, Learn CW will hold an extraordinary general meeting of shareholders at the offices of [ ], at [ ] a.m. Eastern Time, on [ ] (the “extraordinary general meeting”), and Innventure will solicit written consents of its members, in each case with respect to the approval of certain matters relating to the proposed Business Combination. Learn CW and Innventure cannot complete the Business Combination unless certain approvals are obtained, as described further below. Learn CW and Innventure are sending you this document, which we refer to as this “proxy statement/consent solicitation statement/prospectus,” to ask Learn CW shareholders and Innventure Voting Members (as defined below) to approve these and the other matters described in this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus also acts as a prospectus for the shares of common stock, warrants and shares of common stock underlying such warrants, being offered by Holdco.
As described in the accompanying proxy statement/consent solicitation statement/prospectus, Learn CW shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated therein (such proposal, the “Business Combination Proposal”). Learn CW shareholders will also be asked to consider and vote upon (1) a proposal to approve the LCW Merger and related Mergers and to authorize the merger of LCW Merger Sub with and into Learn CW, with Learn CW surviving the merger (the “Merger Proposal”), (2) a proposal to approve, on a non-binding advisory basis only, the amended and restated certificate of incorporation of Holdco (the “Non-Binding Governance Proposals”), (3) a proposal to approve the Innventure, Inc. 2024 Equity and Incentive Compensation Plan which permits grants and awards to eligible service providers (the “Equity Plan Proposal”) and (4) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the foregoing proposals at the extraordinary general meeting or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the board of directors of Learn CW determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”). Also as described in the accompanying proxy statement/consent solicitation statement/prospectus, Innventure Voting Members are being asked to execute and return written consents to adopt and approve the Business Combination Agreement and the transactions contemplated thereby (the “Innventure Transaction Proposal”).
The transactions contemplated by the Business Combination Agreement will be consummated only if (i) the Business Combination Proposal, the Merger Proposal and the Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting by Learn CW shareholders and (ii) the Innventure Transaction Proposal is approved by Innventure Voting Members by written consent. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposals. Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which each shareholder and member is encouraged to read carefully and in its entirety, as applicable.
In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Standby Equity Purchase Agreement, (ii) the Sponsor Support Agreement, (iii) the Member Support Agreement, (iv) the A&R Registration Rights Agreement, (v) Investor Rights Agreement and (vi) Lock-Up Agreements. For additional information, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements” in the accompanying proxy statement/consent solicitation statement/prospectus.
Pursuant to the Amended and Restated Memorandum and Articles of Association of Learn CW (as may be amended from time to time, the “Cayman Constitutional Documents”), any holder (a “public shareholder”) of Learn CW Class A Ordinary Shares that were offered and sold by Learn CW in its initial public offering (the “public shares”), excluding shares held by the Sponsor and certain related parties, may request that Learn CW redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal or any other Condition Precedent Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Equiniti Trust Co, LLC, Learn CW’s transfer agent, Learn CW will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of [ ], 2024, this would have amounted to approximately $[ ] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. Shares of Learn CW will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Learn CW — Redemption Rights” in the accompanying proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each of Learn CW’s executive officers and directors (the “Sponsor Persons”) have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Learn CW Class A Ordinary Shares held by them. Such persons agreed to waive their redemption rights in order to induce Learn CW and Learn CW’s underwriter to enter into the underwriting agreement entered into in connection with the IPO. The Class B ordinary shares of Learn CW (the “Learn CW Class B Ordinary Shares” and together with the Learn CW Class A Ordinary Shares, the “Learn CW Ordinary Shares”) held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/consent solicitation statement/prospectus, the Sponsor Persons collectively own 43.2% of the issued and outstanding Learn CW Ordinary Shares.
The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/consent solicitation statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

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Learn CW is providing the accompanying proxy statement/consent solicitation statement/prospectus and accompanying proxy card to Learn CW’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Learn CW’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/consent solicitation statement/prospectus. Innventure is also providing the accompanying proxy statement/consent solicitation statement/prospectus and accompanying form of written consent soliciting the written consents of Innventure Voting Members with respect to the approval of the Business Combination Agreement and the transactions contemplated thereby. Whether or not you plan to attend the extraordinary general meeting or execute a written consent, as applicable, you are urged to read the accompanying proxy statement/consent solicitation statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 22 of the accompanying proxy statement/consent solicitation statement/prospectus.
After careful consideration, (i) the board of directors of Learn CW has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Proposal, and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to Learn CW’s shareholders in the accompanying proxy statement/consent solicitation statement/prospectus; and (ii) the board of managers of Innventure has: approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Innventure Voting Members APPROVE the Innventure Transaction Proposal by returning a signed written consent. When you consider the recommendation of these proposals by the board of directors of Learn CW or the board of managers of Innventure, you should keep in mind that Learn CW’s directors and officers, and Innventure’s directors and officers, have interests in the Business Combination that may conflict with your interests as a shareholder or member, respectively. See the sections entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” and “Executive And Director Compensation Of Innventure—Interests of Innventure’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/consent solicitation statement/prospectus for a further discussion of these considerations.
The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals), the Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of the Innventure Transaction Proposal requires the affirmative written consent of Innventure Voting Members holding not less than 75% of the Class A Units, the Class B Preferred Units and the Class B-1 Preferred Units, calculated as a single class.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/consent solicitation statement/prospectus. The Non-Binding Governance Proposals are non-binding advisory proposals.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person. If you have any questions or need assistance voting your Learn CW Ordinary Shares, please contact [ ], our proxy solicitor, by calling [ ], or call collect at [ ] or by emailing [ ].
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST IDENTIFY YOURSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS TO LEARN CW’S TRANSFER AGENT AND DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEARN CW’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Learn CW’s board of directors and Innventure’s board of managers, we would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
 
 
 
Robert Hutter
Chief Executive Officer and Director
Learn CW Investment Corporation
Gregory W. Haskell
Chief Executive Officer and Manager
Innventure LLC
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/consent solicitation statement/prospectus is dated [ ] and is first being mailed to shareholders and members on or about [ ].

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LEARN CW INVESTMENT CORPORATION

A Cayman Islands Exempted Company
(Company Number 371160)
11755 Wilshire Blvd., Suite 2320
Los Angeles, California 90025
NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [  ], 2024

TO THE SHAREHOLDERS OF LEARN CW INVESTMENT CORPORATION.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Learn CW Investment Corporation, a Cayman Islands exempted company, company number 371160 (“Learn CW”), will be held at the offices of [  ], at [  ] a.m. Eastern Time, on [  ]. Cayman Islands law requires there to be a physical location for the extraordinary general meeting. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution (i) the Business Combination (as defined herein), (ii) the adoption of the Business Combination Agreement (as defined herein), dated as of October 24, 2023, by and among Learn CW, Learn SPAC Holdco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW (“Holdco”), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”), Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub”), and Innventure LLC, a Delaware limited liability company (“Innventure” or the “Company”), (iii) the Plan of Merger (as defined herein) and (iv) the transactions contemplated by the Business Combination Agreement, as more fully described elsewhere in the accompanying proxy statement/consent solicitation statement/prospectus (the “Business Combination Proposal”);
Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve by special resolution the LCW Merger (as defined herein) and related Plan of Merger and to authorize the merger of LCW Merger Sub with and into Learn CW, with Learn CW surviving the merger (the form of the Plan of Merger is attached to this proxy statement/consent solicitation statement/prospectus as Annex B) (the “Merger Proposal”);
Proposal No. 3 — The Non-Binding Governance Proposals — to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Learn CW’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed amended and restated certificate of incorporation of Holdco (the “Holdco Certificate of Incorporation”), presented separately in accordance with the United States Securities and Exchange Commission (the “SEC”) requirements (collectively, the “Non-Binding Governance Proposals”);
Proposal No. 4 — The Equity Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution the Innventure, Inc. 2024 Equity and Incentive Compensation Plan (the “Equity Plan”) (the “Equity Plan Proposal”); and
Proposal No. 5 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the board of directors of Learn CW (the “LCW Board”) determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”).
Each of Proposals No. 1, 2 and 4 (the “Condition Precedent Proposals”) is cross-conditioned on the approval of the other Condition Precedent Proposals. Proposal No. 3 and Proposal No 5 are not conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. Proposal No. 3 consists of non-binding advisory proposals and Proposal No. 5 solely relates to the potential adjournment of the extraordinary general meeting to a later date or dates, if necessary.

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These items of business are described in the accompanying proxy statement/consent solicitation statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of the ordinary shares of Learn CW at the close of business on [  ] are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
The accompanying proxy statement/consent solicitation statement/prospectus and accompanying proxy card are being provided to Learn CW’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Learn CW’s shareholders are urged to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 20 of the accompanying proxy statement/consent solicitation statement/prospectus.
After careful consideration, the LCW Board has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to Learn CW’s shareholders at the extraordinary general meeting. When you consider the recommendation of these proposals by the LCW Board, you should keep in mind that Learn CW’s directors and officers have interests therein that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/consent solicitation statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined in the accompanying proxy statement/consent solicitation statement/prospectus) (a “public shareholder”) may request of Learn CW that Learn CW redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Equiniti Trust Co, LLC (“Equiniti”), Learn CW’s transfer agent, in which you (a) request that Learn CW redeem all or a portion of your Class A ordinary shares of Learn CW (the “Learn CW Class A Ordinary Shares”), for cash, and (b) identify yourself as the beneficial holder of the Learn CW Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Equiniti physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [  ] (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Equiniti, Learn CW will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “IPO”) (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of [  ], this would have amounted to approximately

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$[  ] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See the section entitled “Extraordinary General Meeting of Learn CW — Redemption Rights” in the accompanying proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
CWAM LC Sponsor LLC, a Delaware limited liability company and shareholder of Learn CW (the “Sponsor”), and each director and executive officer of Learn CW have agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals, and to waive their redemption rights in connection with the underwriting agreement entered into in connection with the IPO of ordinary shares. The Class B ordinary shares of Learn CW (the “Class B Ordinary Shares” and together with the Learn CW Class A Ordinary Shares, the “Learn CW Ordinary Shares”) held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and each of Learn CW’s executive officers and directors (the “Sponsor Persons”) did not receive any consideration in exchange for waiving their redemption rights. As of the date of the accompanying proxy statement/consent solicitation statement/prospectus, the Sponsor Persons, collectively, own approximately 43.2% of the issued and outstanding Learn CW Ordinary Shares.
The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares of Learn CW represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals), the Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/consent solicitation statement/prospectus. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the accompanying proxy statement/consent solicitation statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more

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complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/consent solicitation statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact [   ], our proxy solicitor, by calling [   ], or call collect at [   ] or by emailing [   ].
Thank you for your participation. We look forward to your continued support.
 
By Order of the Board of Directors of Learn CW
 
 
 
/s/ Robert Hutter
 
Robert Hutter
Chief Executive Officer and Director
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEARN CW’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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INNVENTURE LLC
6900 Tavistock Lakes Boulevard
Suite 400
Orlando, Florida 32827
NOTICE OF SOLICITATION OF WRITTEN CONSENT
To Members of Innventure LLC:
On October 24, 2023, Innventure LLC, a Delaware limited liability company (“Innventure” or the “Company”), entered into a business combination agreement (as it may be amended and supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Learn CW Investment Corporation, a Cayman Islands exempted company (“Learn CW”), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW (“Holdco”), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”) and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub” and, together with LCW Merger Sub, the “Merger Subs”).
The Business Combination Agreement provides for, among other things, the following mergers: (a) LCW Merger Sub will merge with and into Learn CW (the “LCW Merger”), with Learn CW as the surviving company of the LCW Merger and (b) Innventure Merger Sub will merge with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure as the surviving entity of the Innventure Merger (the consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions”). Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the “Closing”), Holdco will change its name to “Innventure, Inc.,” and its common stock is expected to be listed on the [  ] (“[  ]”) under the ticker symbol “[  ].”
This consent solicitation statement and accompanying prospectus is being delivered to you on behalf of the Innventure board of managers to request that holders of Innventure’s Class A Units, Class B Preferred Units and Class B-1 Preferred Units execute and return written consents to adopt and approve the Business Combination Agreement and the Transactions (the “Innventure Transaction Proposal”). Approval of the Innventure Transaction Proposal requires the affirmative written consent of Innventure Voting Members (as defined below) holding not less than 75% of the Class A Units, the Class B Preferred Units and the Class B-1 Preferred Units, calculated as a single class.
This consent solicitation statement and accompanying prospectus describes the proposed Transactions and the actions to be taken in connection therewith and provides additional information about the parties involved. Please give this information your careful attention. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 22 of the consent solicitation statement and accompanying prospectus. A copy of the Business Combination Agreement is attached as Annex A hereto.
The Innventure board of managers has considered the Transactions and the terms of the Business Combination Agreement and has determined that the Business Combination Agreement and the Transactions are advisable, fair to, and in the best interests of, Innventure and its members and recommends that the holders of Innventure units approve the Innventure Transaction Proposal by submitting a written consent attached as Annex L hereto. In connection with the execution of the Business Combination Agreement, certain members of Innventure have entered into a member support agreement with Learn CW, Holdco and Innventure, pursuant to which such members have agreed to, among other things, vote in favor of the Business Combination Agreement and the Transactions. Approval of the Innventure Transaction Proposal is a closing condition to the Transactions under the Business Combination Agreement.

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Please complete, date and sign the written consent furnished herewith and return it promptly to Innventure by one of the means described in “Innventure’s Solicitation of Written Consents,” as set forth herein.
On behalf of Innventure’s board of managers, we would like to thank you for your support and look forward to the successful completion of the Transactions.
 
Sincerely,
 
 
 
/s/ Gregory W. Haskell
 
Gregory W. Haskell
Chief Executive Officer and Manager

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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/consent solicitation statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/consent solicitation statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/consent solicitation statement/prospectus and any of the documents incorporated by reference into this proxy statement/consent solicitation statement/prospectus or other publicly available information concerning Learn CW, without charge, by written request to Learn CW at Learn CW Investment Corporation, 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025, or by telephone request at (424) 324-2990; or from [  ], Learn CW’s proxy solicitor, by calling [  ] or call collect at [  ], or by emailing [  ]; or from the SEC through the SEC website at the address provided above.
In order for Learn CW’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Learn CW to be held on [  ], you must request the information no later than [  ] (five business days prior to the date of the extraordinary general meeting).
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TRADEMARKS
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Neither Learn CW nor Innventure intends its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it, by any other companies.
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus or the context otherwise requires, references to:
“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at the Closing by and among Holdco, the Sponsor and certain other holders of the Holdco Common Stock, the form of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex F;
“Accelsius” are to Accelsius Holdings LLC, a Delaware limited liability company and a majority-owned subsidiary of Innventure;
“Acquisition Proposal” are to any written inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction (other than Learn CW and the Sponsor or their respective representatives);
“Adjournment Proposal” are to the proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the LCW Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals;
“AeroFlexx” or “AFX” are to AeroFlexx, LLC, a Delaware limited liability company;
“Alternative Transaction” are to (a) with respect to Innventure and its controlled affiliates, a transaction or a series of transactions (other than the Transactions) concerning (i) the sale or divestiture (whether directly or indirectly) of all or any part of the business or assets of the Target Companies or their respective controlled affiliates, (ii) the sale or issuance of, or any similar investment in, any of the shares or other equity interests or profits of the Target Companies or their respective controlled affiliates, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership or otherwise, or (iii) a merger, consolidation, share exchange, business combination, reorganization, merger, liquidation, dissolution or other similar transaction involving the sale or disposition of the Target Companies and (b) with respect to Learn CW and its affiliates, a transaction (other than the Transactions) concerning a business combination involving Learn CW;
“Business Combination” are to the combination of Learn CW, Innventure and Holdco pursuant to the transactions contemplated by the Business Combination Agreement;
“Business Combination Agreement” are to the Business Combination Agreement, dated as of October 24, 2023, by and among Learn CW, Holdco, LCW Merger Sub, Innventure Merger Sub, and Innventure;
“Business Combination Proposal” are to the proposal to approve by ordinary resolution (i) the Business Combination, (ii) the adoption of the Business Combination Agreement, (iii) the Plan of Merger and (iv) the transactions contemplated by the Business Combination Agreement, as more fully described elsewhere in this proxy statement/consent solicitation statement/prospectus;
“Cayman Constitutional Documents” are to Learn CW’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;
“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;
“Closing” are to the closing of the Business Combination;
“Closing Date” are to the date of the Closing of the Business Combination;
“Code” means the Internal Revenue Code of 1986, as amended;
“Company” are to Innventure, unless otherwise specified or the context otherwise requires;
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“Condition Precedent Approvals” are to the approval at the extraordinary general meeting of the Condition Precedent Proposals;
“Condition Precedent Proposals” are to the Business Combination Proposal, the Merger Proposal and the Equity Plan Proposal, collectively;
“DGCL” are to the General Corporation Law of the State of Delaware, as amended;
“DTC” are to The Depository Trust Company;
“Effective Times” are to the LCW Merger Effective Time and the Innventure Merger Effective Time;
“Equity Plan” are to the Innventure, Inc. 2024 Equity and Incentive Compensation Plan to be considered for adoption and approval by the Learn CW shareholders pursuant to the Equity Plan Proposal;
“Equity Plan Proposal” are to the proposal to approve by ordinary resolution the Equity Plan;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“Extension Meeting” are to the extraordinary general meeting of shareholders of Learn CW held on October 11, 2023, for the purpose of approving amendments to the Cayman Constitutional Documents to, among other things, extend the date by which Learn CW must consummate an initial business combination;
“extraordinary general meeting” are to the extraordinary general meeting of Learn CW duly called by the LCW Board and held for the purpose of considering and voting upon the proposals set forth in this proxy statement/consent solicitation statement/prospectus;
“founder shares” are to Learn CW Class B Ordinary Shares initially issued to the Sponsor in a private placement prior to the initial public offering and the Learn CW Class A Ordinary Shares that will be issued upon the automatic conversion of the Learn CW Class B Ordinary Shares at the time of the Business Combination;
“GAAP” or “U.S. GAAP” are to accounting principles generally accepted in the United States of America;
“Holdco” are to Learn SPAC HoldCo, Inc., a Delaware corporation;
“Holdco Board” are to the board of directors of Holdco;
“Holdco Common Stock” are to Holdco common stock, par value $0.0001 per share;
“Holdco Warrants” are to the warrants of Holdco that holders of Learn CW Warrants will receive in the Business Combination;
“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
“Innventure” are to Innventure LLC, a Delaware limited liability company;
“Innventure Board” are to Innventure’s board of managers;
“Innventure Companies” are to AeroFlexx and Accelsius;
“Innventure Members” are to the holders of Innventure Units, other than the Class PCTA Units and the Class I Units;
“Innventure Merger” are to the merger of Innventure Merger Sub with and into Innventure, with Innventure as the surviving entity in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement;
“Innventure Merger Effective Time” are to the time at which the Innventure Merger shall become effective in accordance with the Business Combination Agreement;
“Innventure Merger Sub” are to Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco;
“Innventure Units” are to, prior to the Business Combination, the Class A Units, Class B Preferred Units, Class B-1 Preferred Units, Class C Units, Class PCTA Units, and Class I Units of Innventure;
“Innventure Voting Members” are to the holders of the Class A Units, Class B Preferred Units and Class B-1 Preferred Units of Innventure;
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“initial public offering” or “IPO” are to Learn CW’s initial public offering, which was consummated on October 13, 2021;
“Investment Company Act” are to the Investment Company Act of 1940, as amended;
“IPO registration statement” are to the Registration Statement on Form S-1 filed by Learn CW in connection with its initial public offering;
“IRS” are to the U.S. Internal Revenue Service;
“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
“LCW Board” are to the board of directors of Learn CW;
“LCW Merger” are to the merger of LCW Merger Sub with and into Learn CW, with Learn CW being the surviving company in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement;
“LCW Merger Effective Time” are to the time at which the LCW Merger shall become effective in accordance with the Business Combination Agreement;
“LCW Merger Sub” are to LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco;
“Learn CW” are to Learn CW Investment Corporation, a Cayman Islands exempted company;
“Learn CW Class A Ordinary Shares” are to Learn CW’s Class A ordinary shares, par value $0.0001 per share;
“Learn CW Class B Ordinary Shares” are to Learn CW’s Class B ordinary shares, par value $0.0001 per share;
“Learn CW Ordinary Shares” are to ordinary shares of Learn CW, including Learn CW Class A Ordinary Shares and Learn CW Class B Ordinary Shares;
“Learn CW Private Placement Warrants” are to the 7,146,000 warrants sold in a private placement to the Sponsor simultaneously with the closing of the IPO at a price of $1.00 per warrant;
“Learn CW Public Warrants” are to the 11,500,000 warrants included in the Learn CW Units;
“Learn CW Units” are to the units of Learn CW, each consisting of one Learn CW Class A Ordinary Share and one-half of one redeemable warrant, issued and outstanding as of the Signing Date;
“Learn CW Warrants” are to the warrants of Learn CW that entitle its holder to purchase Learn CW Ordinary Shares at a price of $11.50 per share;
“Merger Consideration” are to the aggregate consideration to be paid to the holders of Innventure’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the Class I Units;
“Merger Proposal” are to the proposal to approve by special resolution the LCW Merger and related Plan of Merger and to authorize the merger of LCW Merger Sub with and into Learn CW, with Learn CW surviving the merger;
“Merger Subs” are to LCW Merger Sub together with Innventure Merger Sub;
“Mergers” are to the LCW Merger together with the Innventure Merger;
“Milestone(s)” are to any of (i) Accelsius, Inc. having entered into binding contracts providing for revenue to the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing in excess of $15 million in revenue, (ii) the Company’s formation of a new subsidiary, in partnership with a Multi-National Company, as determined using the Company’s “Down Select” process and (iii) AeroFlexx having received in excess of $15 million in revenue within seven years following the Closing;
“Nasdaq” are to the Nasdaq Capital Market;
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“Non-Binding Governance Proposals” are to the proposal to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between the Cayman Constitutional Documents and the proposed amended and restated certificate of incorporation of Holdco, presented separately in accordance with the SEC requirements;
“NYSE” are to the New York Stock Exchange;
“Outside Date” are to October 13, 2024;
“Person” are to an individual (including current and former employees), corporation, company, partnership (including a general partnership, limited partnership, exempted limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision of any government, or an agency or instrumentality of any government;
“Plan of Merger” are to the plan of merger to be entered into between Learn CW and LCW Merger Sub relating to the LCW Merger and to be filed with the Registrar of Companies in the Cayman Islands pursuant to the Cayman Islands Companies Act, the form of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex B;
“Proposed Bylaws” are to the proposed bylaws of Holdco as of the Innventure Merger Effective Time, attached to this proxy statement/consent solicitation statement/prospectus as Annex J;
“Proposed Certificate of Incorporation” are to the proposed amended and restated certificate of incorporation of Holdco as of the Innventure Merger Effective Time, attached to this proxy statement/consent solicitation statement/prospectus as Annex I;
“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
“public shareholders” are to holders of public shares, whether acquired in Learn CW’s initial public offering or acquired in the secondary market;
“public shares” are to the Learn CW Class A Ordinary Shares (including those included in the Learn CW Units) that were offered and sold by Learn CW in its initial public offering and registered pursuant to the IPO registration statement;
“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;
“Redemption Shares” are to Learn CW Class A Ordinary Shares that are properly submitted for redemption in connection with the solicitation of proxies to approve the Business Combination;
“Registration Statement” are to the registration statement on Form S-4 filed with the SEC by Holdco, as it may be amended or supplemented from time to time (File No. 333-[     ]);
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
“SEC” are to the United States Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended;
“Sponsor” are to CWAM LC Sponsor LLC, a Delaware limited liability company;
“Sponsor Persons” are to Sponsor and each of Learn CW’s executive officers and directors;
“Target Companies” are to Innventure and its direct and indirect subsidiaries;
“Transactions” are to the transactions contemplated by the Business Combination Agreement;
“Treasury Regulations” are to the regulations, including proposed and temporary regulations, promulgated under the Code;
“Trust Account” are to the Trust Account established at the consummation of Learn CW’s initial public offering and maintained by U.S. Bank, National Association, acting as trustee;
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“Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy Learn CW’s obligations to its shareholders (if any) that exercise their redemption rights;
“VWAP” are to the volume-weighted average price; and
“we,” “us,” “the company” or “our company” are to Learn CW Investment Corporation, a Cayman Islands exempted company.
Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus or the context otherwise requires, all references in this proxy statement/consent solicitation statement/prospectus to Learn CW Class A Ordinary Shares, public shares, Learn CW Public Warrants or Learn CW Warrants include any such securities underlying the Learn CW Units, as applicable.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/consent solicitation statement/prospectus contains forward-looking statements. Forward-looking statements are all statements other than those of historical fact, and include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Learn CW and/or Innventure and may include statements regarding the period following the consummation of the Business Combination, including revenue growth and financial performance. Forward-looking statements appear in a number of places in this proxy statement/consent solicitation statement/prospectus, including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Innventure” and “Information About Innventure.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and beliefs of the management of Learn CW and Innventure in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on Learn CW, Innventure and Holdco as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Learn CW, Innventure or Holdco will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the SEC by Learn CW, including in the final prospectus relating to Learn CW’s IPO, which was filed with the SEC on October 12, 2021 under the heading “Risk Factors,” or made or to be made by Holdco upon closing of the transaction, and the following:
expectations regarding Innventure’s and the Innventure Companies’ strategies and future financial performance, including their future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Innventure’s ability to invest in growth initiatives;
the implementation, market acceptance and success of Innventure’s business model and growth strategy;
the implementation, market acceptance and success of the Innventure Companies’ business models and growth strategies;
that Innventure will have sufficient capital upon the approval of the proposed Business Combination to operate as anticipated;
Innventure’s future capital requirements and sources and uses of cash;
Innventure’s ability to obtain funding for its operations and future growth;
developments and projections relating to Innventure’s and the Innventure Companies’ competitors and industries;
the Innventure Companies’ ability to meet, and to continue to meet, applicable regulatory requirements for the use of their products, including in food grade applications;
the Innventure Companies’ ability to comply on an ongoing basis with the numerous regulatory requirements applicable to their products and facilities;
the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination Agreement;
the outcome of any legal proceedings that may be instituted against Learn CW or Innventure following announcement of the proposed Business Combination Agreement and the transactions contemplated therein;
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the inability to complete the proposed Business Combination due to, among other things, the failure to obtain the required Learn CW shareholder approval;
regulatory approvals;
the risk that the announcement and consummation of the proposed Business Combination disrupts Innventure’s current plans;
the ability to recognize the anticipated benefits of the proposed Business Combination;
unexpected costs related to the proposed Business Combination;
the amount of any redemptions by existing holders of Learn CW’s common stock being greater than expected;
limited liquidity and trading of Learn CW’s securities;
geopolitical risk and changes in applicable laws or regulations;
the possibility that Learn CW and/or Innventure may be adversely affected by other economic, business, and/or competitive factors;
the potential characterization of Innventure as an investment company subject to the Investment Company Act;
operational risk; and
the risk that the consummation of the proposed Business Combination is significantly delayed or does not occur.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/consent solicitation statement/prospectus and attributable to Learn CW, Innventure, Holdco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/consent solicitation statement/prospectus. Except to the extent required by applicable law or regulation, Learn CW, Innventure and Holdco undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.
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QUESTIONS AND ANSWERS
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination Proposal. The following questions and answers do not include all the information that is important to Learn CW’s shareholders. Learn CW urges shareholders to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.
Q:
Why am I receiving this document?
A:
This document, which we refer to as this “proxy statement/consent solicitation statement/prospectus,” constitutes a proxy statement of Learn CW, a consent solicitation statement of Innventure and a prospectus of Holdco. You are receiving these materials because you are either (i) a shareholder of record or a beneficial holder of Learn CW on [ ], the record date for the extraordinary general meeting or (ii) a member of Innventure. Learn CW and Innventure have agreed to a business combination through a series of transactions, including the Mergers, subject to the terms and conditions of the Business Combination Agreement and the other transaction agreements. A copy of the Business Combination Agreement is attached as Annex A. Learn CW shareholders are being asked to consider and vote upon a proposal to approve the Business Combination and a number of other proposals. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal” for more detail. Innventure is soliciting the written consents of Innventure Voting Members with respect to the approval of the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “Innventure’s Solicitation of Written Consents” for more detail. Holdco is providing the prospectus contained herein for the related offering of Holdco Common Stock and Holdco Warrants issuable in connection with the Business Combination.
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE OR RETURN A WRITTEN CONSENT, AS APPLICABLE, AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS IN ITS ENTIRETY, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF LEARN CW AND INNVENTURE.
Q:
Can I attend the extraordinary general meeting in person?
A:
Yes. Learn CW shareholders will be able to attend the extraordinary general meeting in person, which will be held on [ ], at [ ] Eastern Time, at the offices of [ ].
Q:
What are the transactions described in this document?
A:
On October 24, 2023, Learn CW entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, the parties thereto will enter into the Business Combination, pursuant to which, among other things, (i) LCW Merger Sub will merge with and into Learn CW, with Learn CW as the surviving company of the LCW Merger, and (ii) Innventure Merger Sub will merge with and into Innventure, with Innventure as the surviving entity of the Innventure Merger. Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At Closing, Holdco will change its name to Innventure, Inc., and its common stock is expected to be listed be [ ] under the ticker symbol “[ ].”
Q:
What is Innventure LLC?
A:
Innventure LLC is a Delaware limited liability company that was formed in 2017. Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions acquired or licensed from Multinational Corporations (“MNCs”). As owner-operators, Innventure takes what it believes to be breakthrough technologies from early evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as it builds disruptive companies that it believes have the potential to achieve a target enterprise value of at least $1 billion. Innventure defines “disruptive” as innovations that have the ability to significantly change the way businesses, industries, markets and/or consumers operate. See the section entitled “Information About Innventure” for more detail.
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Q:
What will happen in the Mergers?
A:
Effect of the LCW Merger. On the terms and subject to the conditions set forth in the Business Combination Agreement, at the LCW Merger Effective Time, by virtue of the LCW Merger:
(i)
each Learn CW Ordinary Share issued and outstanding immediately prior to the LCW Merger Effective Time (other than shares to be cancelled in accordance with the Business Combination Agreement and any Redemption Shares (as defined above)) will be automatically surrendered and cancelled and converted into the right to receive one share of Holdco Common Stock;
(ii)
each Redemption Share will not be converted into and become a share of Holdco Common Stock, and will at the LCW Merger Effective Time be converted into the right to receive from Learn CW, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights; and
(iii)
at the LCW Merger Effective Time, by virtue of the assumption of the warrant agreement, dated as of October 12, 2021, between Learn CW and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Warrant Agreement”), Holdco shall assume each Learn CW Warrant. Each Learn CW Warrant that is outstanding immediately prior to the LCW Merger Effective Time will automatically and irrevocably be modified to provide that such Learn CW Warrant will no longer entitle the holder thereof to purchase the number of Learn CW Ordinary Shares set forth therein and in substitution thereof such Learn CW Warrant will entitle the holder thereof to acquire such number of shares of Holdco Common Stock per Learn CW Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement.
Effect of the Innventure Merger. On the terms and subject to the conditions set forth in the Business Combination Agreement, at the Innventure Merger Effective Time, the Innventure Units (other than the Class PCTA Units and the Class I Units and other than units to be cancelled in accordance with the Business Combination Agreement) and Class B Preferred Warrants issued and outstanding immediately prior to the Innventure Merger Effective Time will be converted into the right to receive a number of shares of Holdco Common Stock equal to the Merger Consideration, allocated among the holders of Innventure Units and Class B Preferred Warrants in accordance with the Business Combination Agreement.
Q:
How will Holdco be managed following the Business Combination?
A:
Following the Closing, it is expected that Holdco’s management will be composed of members of the current management of Innventure and the Holdco Board will consist of seven directors, who will be divided into three classes (Class I, II and III) with two classes initially consisting of two directors and one class initially consisting of three directors.
Please see the section entitled “Management and Governance of Holdco after the Business Combination.”
Q:
In addition to the requisite approvals of Learn CW shareholders and Innventure Voting Members, is the completion of the Business Combination subject to any other conditions?
A:
Yes. The respective obligations of each party to effect the Closing are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Business Combination Agreement.
The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, standing, formation and authority, (ii) authorization to enter into the Business Combination Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) absence of changes, (vii) license and permits, (viii) litigation, (ix) material contracts, (x) intellectual property, (xi) taxes, (xii) real and personal properties, (xiii) employee matters, (xiv) benefit plans, (xv) compliance with laws, (xvi) environmental matters, (xvii) affiliate transactions, (xviii) insurance, (xix) business practices and (xx) finders and brokers. Except in the case of fraud, the representations and warranties of the parties contained in the Business Combination Agreement will terminate and be of no further force and effect as of the Closing.
To the extent that the LCW Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, Learn CW and Innventure will notify their respective equityholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, and/or filing a current report on
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Form 8-K and by circulating a supplement to this proxy statement/consent solicitation statement/prospectus to resolicit the votes of Learn CW shareholders, if required. For more information about conditions to the consummation of the Business Combination, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Business Combination Agreement — Conditions to Closing.”
Q:
Following the Business Combination, will Learn CW’s securities continue to trade on a stock exchange?
A:
No. Learn CW and Innventure anticipate that, following consummation of the Business Combination, the Learn CW Ordinary Shares, Learn CW Warrants and Learn CW Units will be delisted from the NYSE, and Learn CW’s securities will be deregistered under the Exchange Act. However, Learn CW and Innventure have applied to list Holdco Common Stock and Holdco Warrants on [ ] upon the Closing under the ticker symbols “[ ]” and “[ ],” respectively.
Q:
What are the material U.S. federal income tax consequences as a result of the Business Combination?
A:
Subject to the rules for “passive foreign investment companies,” referred to as “PFICs,” and the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Consequences,” the exchange of Learn CW Ordinary Shares for shares of Holdco Common Stock pursuant to the LCW Merger (together with the related transactions in the Business Combination) should qualify as a tax-deferred exchange described in Section 351 of the Code for U.S. federal income tax purposes. In addition, the parties intend for U.S. federal income tax purposes the Learn CW Merger also qualifies as a tax-deferred reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”) to the extent the applicable requirements are satisfied. If the Learn CW Merger only qualifies as a tax-deferred exchange under Section 351 of the Code and does not qualify as a Reorganization, then the exchange of Learn CW Public Warrants for Holdco Warrants in the Learn CW Merger would not qualify for tax-deferred treatment and would be taxable as further described in the section entitled “Material U.S. Federal Income Tax Consequences - U.S. Holders.” There are significant factual and legal uncertainties as to whether the Learn CW Merger will qualify as a Reorganization, including that the assets of Learn CW are only investment-type assets and that it cannot be determined until following the closing of the Business Combination whether Holdco will continue a significant line of Learn CW’s historic business or use a significant portion of Learn CW’s historic business assets. Under Section 368(a) of the Code, a transaction must satisfy certain requirements, including, among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Learn CW Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, due to the absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as Learn CW, the qualification of the Learn CW Merger as a Reorganization is not free from doubt and the IRS or a court could take a different position. Moreover, qualification of the Learn CW Merger as a Reorganization is based on facts which will not be known until the closing of the Business Combination. As a result, Sidley Austin LLP is unable to opine as to whether the Learn CW Merger constitutes a Reorganization. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination so qualifies for such tax-deferred treatment, and neither Learn CW nor Holdco intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or Learn CW to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, no assurance can be given that the Learn CW Merger will qualify for tax-deferred treatment under Section 351 or Section 368(a) of the Code.
Even if the Learn CW Merger qualifies as a tax-deferred exchange described in Section 351 of the Code or a Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, exchanging Learn CW Warrants for newly issued Holdco Warrants in the Learn CW Merger) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Learn CW believes
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that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. holder of Learn CW Ordinary Shares to recognize gain under the PFIC rules on the exchange of Learn CW Ordinary Shares for Holdco Common Stock pursuant to the Learn CW Merger unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s Learn CW Ordinary Shares. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. holder who exchanges Learn CW Warrants for newly issued Holdco Warrants; under current law, however, the elections mentioned above do not apply to Learn CW Warrants. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of Learn CW. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Learn CW Merger, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company Status.”
All investors are urged to consult their tax advisors for the tax consequences of the Learn CW Merger to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Business Combination, see “Material U.S. Federal Income Tax Consequences.”
Q:
What proposals are shareholders of Learn CW being asked to vote upon?
A:
At the extraordinary general meeting, Learn CW is asking holders of Learn CW Ordinary Shares to consider and vote upon:
a proposal to approve by ordinary resolution and adopt (i) the Business Combination, (ii) the Business Combination Agreement, (iii) the Plan of Merger and (iv) each of the transactions contemplated by the Business Combination Agreement, as more fully described elsewhere in this proxy statement/consent solicitation statement/prospectus;
a proposal to approve by special resolution the LCW Merger and the associated Plan of Merger related to the LCW Merger;
proposals to approve by ordinary resolution and on a non-binding advisory basis, certain material differences between Learn CW’s Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws;
a proposal to approve by ordinary resolution the Equity Plan; and
a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes present to constitute a quorum or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the LCW Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals.
If Learn CW’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated. See the sections entitled “Shareholder Proposal No. 1 — The Business Combination Proposal,” “Shareholder Proposal No. 2 — The Merger Proposal,” and “Shareholder Proposal No. 4 — The Equity Plan Proposal.
Learn CW will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Learn CW should read it carefully.
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Q:
Did the LCW Board recommend the Business Combination Proposals and the other proposals?
A:
After careful consideration, the LCW Board has determined that the Business Combination Proposal, the Merger Proposal, the Non-Binding Governance Proposals, the Equity Plan Proposal, and the Adjournment Proposal are in the best interests of Learn CW and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
Are the Learn CW proposals conditioned on one another?
A:
Each of the Condition Precedent Proposals are cross-conditioned on the approval of the other Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated. Proposal No. 5 is not conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. Proposal No. 3 includes non-binding advisory proposals.
Q:
What matters are members of Innventure being asked to consider?
A:
Innventure is soliciting the written consents of Innventure Voting Members with respect to the approval of the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “Innventure’s Solicitation of Written Consents” for more detail.
Q:
Did the Innventure Board recommend the Business Combination and the approval of the Innventure Transaction Proposal?
A:
After careful consideration, the Innventure Board has: (i) determined that the Business Combination Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Innventure and its members; (ii) approved the Business Combination Agreement and the transactions contemplated thereby; (iii) and recommended that Innventure Voting Members APPROVE the Innventure Transaction Proposal by returning a signed written consent.
Q:
How can Innventure Voting Members return their written consents?
A:
Innventure Voting Members who wish to submit their consent to approve the Innventure Transaction Proposal must fill out the enclosed written consent, date and sign it, and promptly return it to Innventure. Once you have completed, dated and signed the written consent, you may deliver it to Innventure by emailing a PDF copy of your written consent to [ ], or by mailing your written consent to Innventure’s principal executive offices located at 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.
Innventure will not be holding a meeting of members to consider the Innventure Transaction Proposal, and therefore you will be unable to vote by attending a members’ meeting.
Q:
If I am an Innventure Voting Member, what happens if I do not return a written consent?
A:
If you are an Innventure Voting Member and do not return a signed written consent, then that will have the same effect as a vote AGAINST the Innventure Transaction Proposal.
Q:
If I am an Innventure Voting Member, what is the deadline for returning my written consent?
A:
The [ ] day after the date of this proxy statement/consent solicitation statement/prospectus is the targeted final date for receipt of written consents from Innventure Voting Members. Innventure reserves the right to extend the final date for receipt of written consents beyond such date in the event that sufficient consents approving the Innventure Transaction Proposal have not been obtained by that date. Any such extension may be made without notice to Innventure Voting Members.
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Q:
If I am an Innventure Voting Member, can I revoke my written consent?
A:
Yes, you may revoke your consent to the Innventure Transaction Proposal at any time before a sufficient number of consents from Innventure Voting Members to approve such proposal have been submitted to Innventure. If you wish to revoke your consent before that time, then you may do so by delivering a notice of revocation to Innventure by email to [ ] or by mail to Innventure’s principal executive offices located at 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.
Q:
Why is Learn CW proposing the Business Combination?
A:
Learn CW was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.
Based on Learn CW’s due diligence investigations of Innventure, the Innventure Companies, their management and the industries in which they operate, including the financial and other information provided by Innventure and the Innventure Companies in the course of these due diligence investigations, the LCW Board believes that the Business Combination with Innventure is in the best interests of Learn CW and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The LCW Board’s Reasons for the Approval of the Business Combination” for additional information.
Although the LCW Board believes that the Business Combination with Innventure presents an attractive business combination opportunity and is in the best interests of Learn CW and its shareholders, the LCW Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others: (i) the risks associated with Innventure’s long-term business plan and strategy, (ii) macroeconomic uncertainty and (iii) the risks associated with Innventure realizing the anticipated benefits of the Business Combination on the timeline expected or at all. These factors are discussed in greater detail in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The LCW Board’s Reasons for the Business Combination,” as well as in the section entitled “Risk Factors.”
Q:
What will Innventure stockholders receive in return for Learn CW’s acquisition of all of the issued and outstanding equity interests of Innventure?
A:
The Merger Consideration to be paid to the Innventure Members at the Closing will consist of a number of shares of Holdco Common Stock equal to (i) (A) $435 million minus (B) the outstanding indebtedness as of the Closing (not including indebtedness from any Additional Financing (as defined in the Business Combination Agreement)), if any, plus (C) cash and cash equivalents (not including cash from any Additional Financing) held by the Company and its direct and indirect subsidiaries as of the Closing, divided by (ii) $10.00. A portion of the aggregate Merger Consideration will be in the form of a contingent right to receive up to five million shares of Holdco Common Stock in the aggregate (the “Company Earnout Shares”), subject to the following milestone conditions (the “Milestone Conditions):
(i)
40% of the Company Earnout Shares will be issuable upon Accelsius having entered into binding contracts providing for revenue for the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing (the “Vesting Period”) in excess of $15 million in revenue;
(ii)
40% of the Company Earnout Shares will be issuable upon the Company’s formation of a new subsidiary, in partnership with an MNC, as determined using the Company’s “DownSelect” process, within the Vesting Period; and
(iii)
20% of the Company Earnout Shares will be issuable upon AeroFlexx having received in excess of $15 million in revenue within the Vesting Period.
The Milestone Conditions described above will also be deemed to be achieved if, during the period that begins six months following the Closing and prior to the expiration of the Vesting Period, there is (a) a Change of Control (as defined in the Business Combination Agreement) of Holdco or (b) the volume-weighted average trading price of Holdco Common Stock exceeds $11.50 per share for at least twenty trading days in any immediately preceding thirty trading day period. Any Company Earnout Shares not properly earned by the end of the Vesting Period shall no longer be payable and the obligations of Holdco to issue such Company Earnout Shares shall be terminated.
For further details, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal.”
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Q:
What equity stake will current Learn CW shareholders and Innventure Members hold in Holdco immediately after the consummation of the Business Combination?
A:
As of the date of this proxy statement/consent solicitation statement/prospectus, there are (i) 15,088,421 Learn CW Ordinary Shares issued and outstanding, consisting of the 5,630,000 founder shares held by the Sponsor, the 120,000 founder shares in the aggregate held by the directors and executive officers of Learn CW and the 9,338,421 public shares and (ii) 18,646,000 Learn CW Warrants issued and outstanding, consisting of the 7,146,000 Learn CW Private Placement Warrants held by the Sponsor and 11,500,000 Learn CW Public Warrants. Each whole warrant entitles the holder thereof to purchase one Learn CW Class A Ordinary Share at $11.50 per share and, following the LCW Merger, will entitle the holder thereof to purchase one share of Holdco Common Stock at $11.50 per share. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Business Combination), Learn CW’s fully diluted share capital would be 33,734,421 ordinary shares equivalents.
Upon completion of the Business Combination, we anticipate that: (1) shares issued to existing Innventure Members will represent an ownership interest of approximately 53.7% of the issued and outstanding Holdco Common Stock on a fully diluted basis, (2) shares issued to Learn CW public shareholders will represent an ownership interest of approximately 13.2% of the issued and outstanding Holdco Common Stock on a fully diluted basis, (3) shares issued to the Sponsor will represent an ownership interest of approximately 6.5% of the issued and outstanding Holdco Common Stock on a fully diluted basis. These ownership interest levels are based on Innventure’s capitalization as of [   ], 2024 are as adjusted for shares redeemed by public shareholders in connection with the Extension Meeting, give effect to the issuance of equity upon exercise of any Learn CW Warrants, forfeiture by Sponsor of 750,000 founder shares and assumes (i) the Closing occurs on [ ] and (ii) no public shareholders exercise their redemption rights in connection with the Business Combination.
The following table illustrates additional detail of the varying anticipated ownership levels in Holdco immediately following the consummation of the Business Combination, based on the assumptions above; provided that in the 25%, 50%, 75% and maximum redemptions scenarios, the assumption (ii) above is modified to assume that public shareholders exercise their redemption rights at the applicable redemption levels in connection with the Business Combination. The table (i) does not include Company Earnout Shares that the Innventure Members have the right to receive upon the achievement of any of the Milestones; and (ii) does not include the Sponsor’s Company Earnout Shares that the Sponsor will receive at Closing, subject to transfer restrictions and eventual forfeit if the Milestones are not achieved within seven years; but does include the full amount of the At Risk Sponsor Shares that the Sponsor may receive at Closing, subject to transfer restrictions and the At Risk Sponsor Share Vesting Condition. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
 
Fully Diluted Share Ownership in Holdco
 
Pro Forma Combined
(Assuming No Redemptions)
Pro Forma Combined
(Assuming 25%
Redemptions)
Pro Forma Combined
(Assuming 50%
Redemptions)
Pro Forma Combined
(Assuming 75%
Redemptions)
Pro Forma Combined
(Assuming
Maximum Redemptions)
 
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Innventure Members(1)
37,854,800
53.7%
37,854,800
55.4%
37,854,800
57.2%
37,854,800
60.1%
37,854,800
62.8%
Public Shareholders
9,338,421
13.2%
7,191,316
10.5%
5,044,211
7.6%
2,897,105
4.6%
750,000
1.2%
Sponsor(2)
4,529,981
6.5%
4,529,981
6.6%
4,529,981
6.8%
3,510,213
5.6%
2,950,466
4.9%
Independent directors of Learn CW
120,000
0.2%
120,000
0.2%
120,000
0.2%
120,000
0.2%
120,000
0.2%
Public Warrants
11,500,000
16.3%
11,500,000
16.8%
11,500,000
17.4%
11,500,000
18.2%
11,500,000
19.1%
Private Placement Warrants
7,146,000
10.1%
7,146,000
10.5%
7,146,000
10.8%
7,146,000
11.3%
7,146,000
11.8%
Total
70,489,202
100.0%
68,342,097
100.0%
66,194,992
100.0%
63,028,118
100.0%
60,321,266
100.0%
(1)
Represents 37,854,800 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration.
(2)
Gives effect to the forfeiture of 750,000 Learn CW Class B Ordinary Shares pursuant to the Sponsor Support Agreement across all scenarios presented, and gives effect to the forfeiture of an incremental 1,019,768 and 1,579,515 Learn CW Class B Ordinary Shares for the 75% Redemptions and Maximum Redemptions scenarios, respectively, reflecting forfeitures of At Risk Sponsor Shares.
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See the sections entitled “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus — Ownership of Holdco Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
Q:
How has the announcement of the Business Combination affected the trading price of the Learn CW Class A Ordinary Shares?
A:
On October 23, 2023, the last trading date before the public announcement of the execution of the Business Combination Agreement, the reported closing price on the NYSE of the Learn CW Units and Learn CW Class A Ordinary Shares was $10.66 and $10.70, respectively. On [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus, the reported closing price on the NYSE of the Learn CW Units and Learn CW Class A Ordinary Shares was $[ ] and $[ ], respectively.
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/consent solicitation statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. The Sponsor Persons have agreed to waive their redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. None of the Sponsor Persons received any consideration in exchange for waiving their redemption rights.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your Learn CW Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other proposal to be voted upon at the extraordinary general meeting. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Equiniti Trust Co, LLC, Learn CW’s transfer agent (“Equiniti”), in which you (a) request that Learn CW redeem all or a portion of your Learn CW Class A Ordinary Shares for cash, and (b) identify yourself as the beneficial holder of the Learn CW Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Equiniti physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [ ] (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Equiniti’s address is listed under the question “Who can help answer my questions?” below.
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Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of [ ], this would have amounted to approximately $[ ] per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of Learn CW’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal.
Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
A Learn CW shareholder may not withdraw a redemption request once submitted to Learn CW unless the LCW Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the LCW Board may do in whole or in part). If you submit a redemption request to Equiniti and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Equiniti at the phone number or address listed under the question “Who can help answer my questions?” below.
Any corrected or changed written exercise of redemption rights must be received by Equiniti prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Equiniti at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Learn CW will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any).
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Equiniti directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Equiniti by 5:00 p.m., Eastern Time, on [ ] (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
Q:
What are the material U.S. federal income tax consequences of exercising my redemption rights?
A:
We expect that a U.S. holder that exercises its redemption rights to receive cash in exchange for its Learn CW Ordinary Shares generally will be treated as selling such shares in a taxable transaction resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Learn CW Ordinary Shares that such U.S. holder owns or is deemed to own prior to and following the redemption. For a more complete discussion of the U.S. federal income tax consequences of a U.S. holder’s exercise of redemption rights, see the
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section entitled “Material U.S. Federal Income Tax Consequences — U.S. Holders — Redemption of Learn CW Ordinary Shares Pursuant to the Learn CW Shareholder Redemption.
For a description of the tax consequences for non-U.S. holders exercising redemption rights in connection with the Business Combination, see the section entitled “Material U.S. Federal Income Tax Consequences — Non-U.S. Holders — Redemption of a Non-U.S. Holder’s Learn CW Ordinary Shares Pursuant to the Learn CW Shareholder Redemption.
Additionally, the tax consequences of exercising redemption rights are subject to the PFIC rules discussed more fully under the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company Status.” All holders of Learn CW Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
Following the closing of Learn CW’s initial public offering, an amount equal to $232,300,000 of the net proceeds from Learn CW’s IPO and the sale of the Learn CW Private Placement Warrants was placed in the Trust Account. As of [ ], 2024, funds in the Trust Account totaled approximately $[ ] and were comprised entirely of money market funds invested in U.S. Treasury securities with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Learn CW initially had until October 13, 2023 to consummate an initial business combination. On October 11, 2023, Learn CW held an extraordinary general meeting of shareholders (the “Extension Meeting”). At the Extension Meeting, the shareholders approved amendments to the Cayman Constitutional Documents (the “Extension Amendment Proposal”) to, among other things, extend the date by which Learn CW must (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of Learn CW Class A Ordinary Shares, from October 13, 2023 to October 13, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve (12) times by an additional one month each time, unless the closing of Learn CW’s initial business combination has occurred (such applicable later date, the “Extended Date”), provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension (the “Extension Payment”) the lesser of (a) an aggregate of $150,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of Learn CW’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination (the “Extension Amendment”). In connection with the Extension Meeting, shareholders holding 13,661,579 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $145.2 million (approximately $10.63 per share) was removed from the Trust Account to pay such holders. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Learn CW’s obligation to redeem 100% of the public shares if it does not complete a business combination by the Extended Date or any provision relating to the Learn CW shareholders’ rights or pre-business combination activity and (3) the redemption of all of the public shares if Learn CW is unable to complete a business combination by the Extended Date, subject to applicable law. For a discussion of Learn CW’s recent extension of the deadline to complete an initial business combination, see the section entitled “Learn CW Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.”
Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Learn CW public shares who properly exercise their redemption rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes of Holdco following the Business Combination. See the section entitled “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”
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Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The table below presents the trust value per Learn CW public share to a Learn CW public shareholder that elects not to redeem across a range of varying redemption scenarios calculated based on the Trust Account figures as of January 22, 2024.
Per Share Value
Trust value
$100,454
Total Learn CW public shares
9,338,421
Trust value per Learn CW public share
$10.76
 
Assuming No
Redemption
Assuming 25% of
Maximum
Redemptions
Assuming 50% of
Maximum
Redemptions
Assuming 75% of
Maximum
Redemptions
Assuming
Maximum
Redemptions
Redemptions ($)
$
$23,097
$46,193
$69,290
$92,386
Redemptions (Shares)
2,147,105
4,294,211
6,441,316
8,588,421
Cash left in trust account post redemption minus deferred underwriting commission
$100,454
$77,358
$54,261
$31,164
$8,068
Learn CW Class A Ordinary Shares post redemptions
9,338,421
7,191,316
5,044,211
2,897,105
750,000
Trust value per Learn CW Class A Ordinary Share
$10.76
$10.76
$10.76
$10.76
$10.76
In addition to the changes in percentage ownership depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, certain equity issuances may have a dilutive effect on the per share value of Holdco. See the section entitled “Risk Factors—Risks Related to Redemption” for additional information.
 
Assuming No Redemption
Assuming 25% of Maximum
Redemptions(1)
Assuming 50% of Maximum
Redemptions(2)
Assuming 75% of Maximum
Redemptions(3)
Assuming Maximum
Redemptions(4)
 
Number of
Shares
Value per
Share(5)
Number of
Shares
Value per
Share(5)
Number of
Shares
Value per
Share(5)
Number of
Shares
Value per
Share(5)
Number of
Shares
Value per
Share(5)
Base Scenario(6)
51,843,202
$10.00
49,696,097
$10.00
47,548,992
$10.00
44,382,118
$10.00
41,675,266
$10.00
Assuming Exercise of Public Warrants(7)
63,343,202
$10.27
61,196,097
$10.26
59,048,992
$10.24
55,882,118
$10.21
53,175,266
$10.18
Assuming Exercise of Private Placement Warrants(8)
58,989,202
$10.18
56,842,097
$10.16
54,694,992
$10.14
51,528,118
$10.10
48,821,266
$10.06
Adjusted Base Scenario(9)
49,963,202
$10.00
47,816,097
$10.00
45,668,992
$10.00
43,521,886
$10.00
41,374,781
$10.00
Assuming Exercise of Public Warrants
61,463,202
$10.28
59,316,097
$10.26
57,168,992
$10.24
55,021,886
$10.22
52,874,781
$10.20
Assuming Exercise of Private Placement Warrants
57,109,202
$10.19
54,962,097
$10.17
52,814,992
$10.14
50,667,886
$10.12
48,520,781
$10.09
(1)
Assumes redemptions of 2,147,105 Learn CW Class A Ordinary Shares in connection with the Business Combination.
(2)
Assumes redemptions of 4,294,211 Learn CW Class A Ordinary Shares in connection with the Business Combination.
(3)
Assumes redemptions of 6,441,316 Learn CW Class A Ordinary Shares in connection with the Business Combination.
(4)
Assumes redemptions of 8,588,421 Learn CW Class A Ordinary Shares in connection with the Business Combination.
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(5)
Based on a post-transaction equity value of Holdco of the following:
 
Post-Transaction Equity Value
 
(in millions)
 
Assuming No
Redemption
Assuming 25% of
Maximum
Redemptions
Assuming 50% of
Maximum
Redemptions
Assuming 75% of
Maximum
Redemptions
Assuming
Maximum
Redemptions
Base Scenario
$518,432(5)(a)
$495,335(5)(b)
$472,239(5)(c)
$438,172(5)(d)
$409,055(5)(e)
Assuming Exercise of Public Warrants(5)(f)
$650,682
$627,585
$604,489
$570,422
$541,305
Assuming Exercise of Private Placement Warrants(5)(g)
$600,611
$577,514
$554,418
$520,351
$491,234
Adjusted Base Scenario(9)
$499,632
$476,535
$453,439
$430,342
$407,246
Assuming Exercise of Public Warrants
$631,882
$608,785
$585,689
$562,592
$539,496
Assuming Exercise of Private Placement Warrants
$581,811
$558,714
$535,618
$512,521
$489,425
(5)(a)
Based on a post-transaction equity value of Holdco of approximately $518,432, calculated by multiplying (a) the sum of (i) 37,854,800 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration and (ii) 9,338,421 Learn CW Class A Ordinary Shares and, assuming no redemptions by the public shareholders, 4,529,981 Learn CW Class B Ordinary Shares held by the Sponsor, and 120,000 Learn CW Class B Ordinary Shares held by Learn CW’s independent directors that will be converted into shares of Holdco Common Stock on a one-to-one basis upon the Closing, by (b) $10.00.
(5)(b)
Based on a post-transaction equity value of Holdco of approximately $495,335, or approximately $518,432 less the approximately $23,097 (or $10.76 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 2,147,105 Learn CW Class A ordinary shares in connection with the Business Combination.
(5)(c)
Based on a post-transaction equity value of Holdco of approximately $472,239, or approximately $518,432 less the approximately $46,193 (or $10.76 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 4,294,211 Learn CW Class A ordinary shares in connection with the Business Combination.
(5)(d)
Based on a post-transaction equity value of Holdco of approximately $438,172, or approximately $518,432 less the approximately $80,260 (or $10.76 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 6,441,316 Learn CW Class A ordinary shares in connection with the Business Combination.
(5)(e)
Based on a post-transaction equity value of Holdco of approximately $409,055, or approximately $518,432 less the approximately $109,377 (or $10.76 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 8,588,421 Learn CW Class A ordinary shares in connection with the Business Combination.
(5)(f)
Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $132,250 (or $11.50 per share).
(5)(g)
Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full exercise of the Learn CW Private Placement Warrants for a total cash exercise price of approximately $82,179 (or $11.50 per share).
(6)
Represents (a) the 37,854,800 shares of Holdco Common Stock issued to existing Innventure Members at Closing as the Merger Consideration, (b) the 9,338,421 Learn CW Class A Ordinary Shares that will be converted into shares of Holdco Common Stock at the Closing on a one-to-one basis, less any shares that are redeemed and (c) the 5,279,981 founder shares held by the Sponsor and 120,000 founder shares held by Learn CW’s independent directors that will be converted into shares of Holdco Common Stock at the Closing on a one-to-one basis, less Sponsor forfeitures available at Closing.
(7)
Represents the Base Scenario plus 11,500,000 shares of Holdco Common Stock issuable upon the exercise of the Public Warrants.
(8)
Represents the Base Scenario plus 7,146,000 shares of Holdco Common Stock issuable upon the exercise of the Private Placement Warrants.
(9)
The Adjusted Base Scenario uses the same assumptions as the Base Scenario described above but removes the full amount of the At Risk Sponsor Shares that the Sponsor may receive at Closing, subject to transfer restrictions and the At Risk Sponsor Share Vesting Condition.
The above tables (i) do not include Company Earnout Shares that the Innventure Members have the right to receive upon the achievement of any of the Milestones; and (ii) do not include the Sponsor Earnout Shares that the Sponsor will receive at Closing, subject to transfer restrictions and eventual forfeit if the Milestones are not achieved within seven years. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. We cannot predict the ultimate value of the Learn CW Warrants following the consummation of the Business Combination, but assuming that 100% or 8,588,421 Learn CW Class A Ordinary Shares held by our public shareholders were redeemed, the 11,500,000 retained outstanding Learn CW Public Warrants would have an aggregate value of $[ ], based on a price per Learn CW Public Warrant of $[ ] on [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus.
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The table below presents possible sources of dilution and the extent of such dilution that non-redeeming Learn CW shareholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) no additional issuance of Innventure equity and (ii) the Closing occurs on [ ]. If the actual facts are different from these assumptions, the percentage ownership retained by the current Learn CW shareholders in Holdco will be different. The table (i) does not include Company Earnout Shares that the Innventure Members have the right to receive upon the achievement of any of the Milestones; and (ii) does not include the Sponsor Earnout Shares that the Sponsor will receive at Closing, subject to transfer restrictions and eventual forfeit if the Milestones are not achieved within seven years; but does include the At Risk Sponsor Shares that the Sponsor may receive at Closing, subject to transfer restrictions and the At Risk Sponsor Share Vesting Condition. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
 
Fully Diluted Share Ownership in Holdco
 
Pro Forma Combined
(Assuming No Redemptions)
Pro Forma Combined
(Assuming 25%
Redemptions)
Pro Forma Combined
(Assuming 50%
Redemptions)
Pro Forma Combined
(Assuming 75%
Redemptions)
Pro Forma Combined
(Assuming Maximum
Redemptions)
 
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
Innventure Members(1)
37,854,800
53.7%
37,854,800
55.4%
37,854,800
57.2%
37,854,800
60.1%
37,854,800
62.8%
Public Shareholders
9,338,421
13.2%
7,191,316
10.5%
5,044,211
7.6%
2,897,105
4.6%
750,000
1.2%
Sponsor(2)
4,529,981
6.5%
4,529,981
6.6%
4,529,981
6.8%
3,510,213
5.6%
2,950,466
4.9%
Independent directors of Learn CW
120,000
0.2%
120,000
0.2%
120,000
0.2%
120,000
0.2%
120,000
0.2%
Public Warrants
11,500,000
16.3%
11,500,000
16.8%
11,500,000
17.4%
11,500,000
18.2%
11,500,000
19.1%
Private Placement Warrants
7,146,000
10.1%
7,146,000
10.5%
7,146,000
10.8%
7,146,000
11.3%
7,146,000
11.8%
Total
70,489,202
100.0%
68,342,097
100.0%
66,194,992
100.0%
63,028,118
100.0%
60,321,266
100.0%
(1)
Represents 37,854,800 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration.
(2)
Gives effect to the forfeiture of 750,000 Learn CW Class B Ordinary Shares pursuant to the Sponsor Support Agreement across all scenarios presented, and gives effect to the forfeiture of an incremental 1,019,768 and 1,579,515 Learn CW Class B Ordinary Shares for the 75% Redemptions and Maximum Redemptions scenarios, respectively, reflecting forfeitures of At Risk Sponsor Shares.
Learn CW Warrants are not subject to redemption in connection with the Business Combination. As of [ ], the most recent practicable date before the date of this proxy statement/consent solicitation statement/prospectus, the closing trading price of the Learn CW Public Warrants on the NYSE, was [ ]. The Learn CW Warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the IPO. The exercise price of Learn CW Warrants is $11.50 per share. However, there is no guarantee that the Learn CW Public Warrants will ever be in the money prior to their expiration and as such, the Learn CW Warrants may expire worthless. Alternatively, following the Business Combination, Holdco may be able to redeem unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to a holder of the Holdco Warrants, thereby making them worthless. For more information on risks relating to the Learn CW Warrants, please see the section of this proxy statement/consent solicitation statement/prospectus entitled “Risk Factors — Risks Related to the Business Combination and Learn CW.”
Q:
When do you expect the Business Combination to be completed?
A:
The Business Combination is expected to be completed in 2024.
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the Transactions?
A:
Learn CW’s shareholders may be entitled to give notice to Learn CW prior to the meeting that they wish to dissent to the LCW Merger and to receive payment of fair market value for his or her Learn CW Ordinary Shares if they follow the procedures set out in the Cayman Islands Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Islands Companies Act, which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the Merger Consideration constitutes inter alia shares of any company which at the effective date of the LCW Merger are listed on a national securities exchange.
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It is Learn CW’s view that such fair market value would equal the amount which Learn CW shareholders would obtain if they exercise their redemption rights as described herein.
Holders of Innventure Units do not have appraisal rights.
Q:
What do I need to do now?
A:
Learn CW and Innventure urge you to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder of Learn CW or a member of Innventure. Learn CW’s shareholders and Innventure’s members should then vote or return a written consent (if they chose to approve the Innventure Transaction Proposal), as applicable, as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card or written consent.
Q:
If I am a Learn CW shareholder, how do I vote?
A:
The extraordinary general meeting will be held at [ ]a.m. Eastern Time, on [ ], at the offices of [ ]. If you are a holder of record of Learn CW Ordinary Shares on the record date for the extraordinary general meeting, you may vote at the extraordinary general meeting in person or by submitting a proxy for the extraordinary general meeting, in any of the following ways, if available:
Vote by Mail: by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope. By signing the proxy card and returning it in the enclosed prepaid envelope to the specified address, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend the extraordinary general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Learn CW Ordinary Shares will be voted as recommended by the LCW Board;
Vote by Internet: by visiting www. [ ].com, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on [ ], 2024 (have your proxy card in hand when you visit the website);
Vote by Phone: by calling toll-free (within the U.S. or Canada) [ ] (have your proxy card in hand when you call); or
Vote at the extraordinary general meeting: by attending and voting at the extraordinary general meeting in person. You can attend the extraordinary general meeting in person and vote during the meeting by following the instructions on your proxy card.
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. In most cases you may vote by telephone or over the Internet as instructed.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in
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accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.
Q:
When and where will the extraordinary general meeting be held?
A:
The extraordinary general meeting will be held on [ ] at [ ] Eastern Time, at the offices of [ ] located at [ ]. Cayman Islands law requires there be a physical location for the meeting.
Q:
Who is entitled to vote at the extraordinary general meeting?
A:
Learn CW has fixed [ ] as the record date (the “Record Date”) for the extraordinary general meeting. If you were a shareholder of Learn CW at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.
Q:
How many votes do I have?
A:
Learn CW shareholders are entitled to one vote at the extraordinary general meeting for each Learn CW Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were [ ] Learn CW Class A Ordinary Shares issued and outstanding, and [ ] Learn CW Class B Ordinary Shares issued and outstanding.
Innventure Voting Members are entitled to one vote per unit on all matters upon which the member has the right to vote. As of the date of this proxy statement/consent solicitation statement/prospectus, Innventure had 10,875,000 Class A Units outstanding, 2,954,965 Class B Preferred Units outstanding and 342,608 Class B-1 Preferred Units outstanding.
Q:
What constitutes a quorum?
A:
A quorum of Learn CW shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the issued and outstanding Learn CW Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, [ ] Learn CW Ordinary Shares would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
A:
The following votes are required for each proposal at the extraordinary general meeting:
(i)
Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Merger Proposal: The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Non-Binding Governance Proposals: The Non-Binding Governance Proposals are constituted of non-binding advisory proposals, and may be approved by ordinary resolution, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
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(iv)
Equity Plan Proposal: The approval of the Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(v)
Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Q:
What are the recommendations of the LCW Board?
A:
The LCW Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Learn CW’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
How does the Sponsor intend to vote its shares?
A:
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, each of the Sponsor Persons has agreed to vote all the founder shares and any public shares purchased during or after the IPO in favor of the Business Combination. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor Persons, collectively, own approximately 43.2% of the issued and outstanding Learn CW Ordinary Shares.
The Sponsor and Learn CW’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. If the Sponsor or its affiliates engage in such transactions prior to the completion of the Business Combination, the purchase will be at a price no higher than the price offered through the redemption process. Any such securities purchased by the Sponsor or its affiliates, or any other third-party that would vote at the direction of the Sponsor or its affiliates will not be voted in favor of approving the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Learn CW’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor or Learn CW’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In order to induce the underwriters to execute the underwriting agreement entered into in connection with the IPO, the Sponsor and each of the officers and directors of Learn CW entered into agreements with Learn CW, pursuant to which each of them agreed to waive their redemption rights with respect to their founder shares and public shares and to vote in favor of the Business Combination. These agreements were reaffirmed in the Sponsor Support Agreement (as defined below).
The purpose of such purchases would be to ensure that such shares would not be redeemed in connection with the Business Combination, where it appears that such requirement would otherwise not be met.
Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.
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In addition, if such purchases are made, the public “float” of Learn CW Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The Sponsor and Learn CW’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or Learn CW’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Learn CW Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination Proposal but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and Learn CW’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the extraordinary general meeting Learn CW will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the Business Combination will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which Learn CW has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.
Any purchases by the Sponsor or Learn CW’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and Learn CW’s officers, directors and/or their affiliates will not make purchases of Learn CW Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
What vote is required to approve the Innventure Transaction Proposal by written consent?
A:
Approval of the Innventure Transaction Proposal requires the affirmative written consent of Innventure Voting Members holding not less than 75% of the Class A Units, the Class B Preferred Units and the Class B-1 Preferred Units, calculated as a single class.
Q:
What happens if I sell my Learn CW Ordinary Shares before the extraordinary general meeting?
A:
The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have delivered my signed proxy card or voting instruction card?
A:
Yes. If you are a shareholder of record of Learn CW Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:
Submit a new proxy card bearing a later date; or
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Vote in person or electronically at the extraordinary general meeting by visiting www. [ ].com and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the extraordinary general meeting will not alone serve to revoke your proxy.
Q:
What happens if I fail to take any action with respect to the extraordinary general meeting?
A:
If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Holdco. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination Proposal and the other Condition Precedent Proposals are not approved, you will remain a shareholder or warrant holder of Learn CW. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be eligible to elect to redeem your public shares in connection with the Business Combination.
Q:
What happens if I attend the extraordinary general meeting and abstain or do not vote?
A:
For purposes of the Learn CW extraordinary general meeting, an abstention occurs when a shareholder is present at the Learn CW extraordinary general meeting and does not vote or returns a proxy with an “abstain” vote.
If you are a Learn CW shareholder that attends the Learn CW extraordinary general meeting in person and fails to vote on the Business Combination Proposal, the Merger Proposal, the Non-Binding Governance Proposals, the Equity Plan Proposal, or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or your “abstain” vote, in each case, will have the same effect as a vote against each such proposal.
Q:
What should I do with my Learn CW share certificates, warrant certificates or unit certificates?
A:
Learn CW shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Equiniti prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [ ] (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of Learn CW Warrants should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their public shares.
Upon the consummation of the Transactions, holders of Learn CW Units, Learn CW Class A Ordinary Shares, Learn CW Class B Ordinary Shares and Learn CW Warrants will receive shares of Holdco Common Stock and Holdco Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Learn CW Class A Ordinary Shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Learn CW Class B Ordinary Shares or Learn CW Warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Learn CW shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Learn CW Ordinary Shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A:
Learn CW will pay the cost of soliciting proxies for the extraordinary general meeting. Learn CW has engaged [ ] to assist in the solicitation of proxies for the extraordinary general meeting. Learn CW has agreed to pay
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[ ] a fee of $[ ], plus disbursements (to be paid with non-Trust Account funds). Learn CW will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Learn CW Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Learn CW Class A Ordinary Shares and in obtaining voting instructions from those owners. Learn CW’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Where can I find the voting results of the extraordinary general meeting?
A:
The preliminary voting results will be expected to be announced at the extraordinary general meeting. Learn CW will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or the Transactions or if you need additional copies of this prospectus, any document incorporated by reference in this prospectus or the enclosed proxy card, Learn CW shareholders should contact:
[ ]
and Innventure Voting Members should contact:
[ ]
You also may obtain additional information about Learn CW from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Equiniti at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [ ] (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Equiniti Trust Co, LLC
6201 15th Avenue
Brooklyn, New York 11219
Email: SPACSUPPORT@equiniti.com
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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/consent solicitation statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/consent solicitation statement/prospectus in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Business Combination Agreement.
Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the Holdco Warrants.
The Parties to the Business Combination
Below are the pre-Closing and the post-Closing entity structure charts that illustrate the effect of the Business Combination. Following the entity structure charts, descriptions of the relevant entities are provided. See the section entitled “Shareholder Proposal No. 1— Ownership of Holdco Following the Business Combination” for further detail on post-Closing ownership.
Pre-closing Structure

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Post-closing Structure

Learn CW Investment Corporation
On October 13, 2021, Learn CW consummated the IPO of 23,000,000 units (“Units”), which included 3,000,000 Units issued pursuant to the exercise by the underwriter of its over-allotment option. Each Unit consists of one Learn CW Class A Ordinary Share, $0.0001 par value per share, and one-half of one Learn CW Public Warrants, each whole Public Warrant entitling the holder thereof to purchase one Learn CW Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
Substantially concurrently with the closing of the IPO, Learn CW completed the private sale of 7,146,000 Learn CW Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to Learn CW of $7,146,000.
Following the closing of the IPO on October 13, 2021, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Learn CW Private Placement Warrants was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Learn CW meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by Learn CW, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account.
On November 29, 2021, Learn CW announced that holders of the Learn CW Units may elect to separately trade the Learn CW Class A Ordinary Shares and Learn CW Warrants comprising the Learn CW Units commencing November 29, 2021. Those Learn CW Units not separated will continue to trade on the NYSE under the symbol “LCW.U,” and each of the Learn CW Class A Ordinary Shares and Learn CW Warrants that are separated trade on NYSE under the symbols “LCW” and “LCW.WS,” respectively.
On October 11, 2023, Learn CW held the Extension Meeting. At the Extension Meeting, the Learn CW shareholders approved amendments to the Cayman Constitutional Documents to, among other things, extend the date by which Learn CW must (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of Learn CW Class A Ordinary Shares, from October 13, 2023 to October 13, 2024. In connection with the Extension Meeting, shareholders holding 13,661,579 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $145.2 million (approximately $10.63 per share) was removed from the Trust Account to pay such public shareholders.
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Learn CW’s principal executive office is located at 11755 Wilshire Blvd. Suite 2320, Los Angeles, California. Its telephone number is (424) 324-2990.
Learn SPAC Holdco, Inc.
Learn SPAC Holdco, Inc. is a Delaware corporation and direct, wholly-owned subsidiary of Learn CW. Holdco does not own any material assets or operate any business and was formed for the purpose of participating in the Business Combination.
LCW Merger Sub, Inc.
LCW Merger Sub, Inc. is a Delaware corporation and direct, wholly- owned subsidiary of Holdco. LCW Merger Sub does not own any material assets or operate any business and was formed for the purpose of participating in the Business Combination.
Innventure Merger Sub, LLC
Innventure Merger Sub, LLC is a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco. Innventure Merger Sub does not own any material assets or operate any business and was formed for the purpose of participating in the Business Combination.
Innventure LLC
Innventure is a Delaware limited liability company that was formed in 2017. Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions acquired or licensed from MNCs. As owner-operators, Innventure takes what it believes to be breakthrough technologies from early evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as it builds disruptive companies that it believes have the potential to achieve a target enterprise value of at least $1 billion. Innventure defines “disruptive” as innovations that have the ability to significantly change the way businesses, industries, markets and/or consumers operate.
Innventure has launched three such companies since its inception: PureCycle Technologies, Inc. (“PureCycle” or “PCT”) in late 2015 (Nasdaq: PCT, technology sourced from The Procter & Gamble Company (“P&G”)), AeroFlexx in 2018 (technology sourced from P&G), and Accelsius in 2022 (technology sourced from Nokia Corporation (“Nokia”)).
PureCycle: purifies and recycles post-industrial and post-consumer polypropylene waste back to a like virgin grade polymer, usable across a broad range of applications and markets.
AeroFlexx: combines the best attributes of flexible pouches and rigid bottles to provide consumer packaged goods (“CPG”) companies with a novel, curbside recyclable primarily liquid package that uses up to 85% less virgin plastic, significantly simplifies packaging supply chains, and enables innovative package shapes and creative artwork.
Accelsius: delivers a transformative industry solution to thermal management to cool central processing units (“CPUs”) and graphics processing units (“GPUs”) in datacenter and telecommunications applications, with the potential to allow operators to increase computational throughput and capacity, increase revenue, reduce operating costs, increase energy efficiency, and drive sustainability across server, switching, and edge computing environments.
Innventure’s approach to identifying and commercializing transformative, sustainable technology solutions has a multi-decade history and is designed to help mitigate the risks associated with building start-up businesses by sourcing technology from MNCs. One important part of Innventure’s approach is its existing and ongoing collaboration with MNCs. These relationships give Innventure access to disruptive opportunities, a combination of thoroughly researched and well-protected technology solutions that potentially satisfy unmet market needs, along with market data and customer insights unavailable to most new ventures.
Innventure’s principal executive offices are located at 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.
Proposals to be Put to the Shareholders of Learn CW at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of Learn CW and certain transactions contemplated by the Business Combination Agreement. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposals. The Adjournment
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Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
The Business Combination Proposal
At the extraordinary general meeting, Learn CW shareholders will be asked to consider and vote upon a proposal related to the Business Combination Agreement and the transactions contemplated therein, by and among, Learn CW, Holdco, LCW Merger Sub, Innventure Merger Sub and Innventure.
The Business Combination Agreement provides for, among other things, the following mergers: (a) LCW Merger Sub will merge with and into Learn CW, with Learn CW as the surviving company of the LCW Merger and (b) Innventure Merger Sub will merge with and into Innventure, with Innventure as the surviving entity of the Innventure Merger. Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the Closing, Holdco will change its name to “Innventure, Inc.,” and its common stock and warrants are expected to be listed on the [  ] (“[  ]”) under the ticker symbols “[  ]” and “[  ],” respectively. It is a condition to the consummation of the Business Combination that Holdco’s Common Stock and warrants to purchase Holdco Common Stock have been listed on [  ], subject to official notice of issuance.
Merger Consideration
The Merger Consideration to be paid to the Innventure Members at the Closing will consist of a number of shares of Holdco Common Stock equal to (i) (A) $435 million minus (B) the outstanding indebtedness as of the Closing (not including the indebtedness from any Additional Financing, if any, plus (C) cash and cash equivalents (not including cash from any Additional Financing) held by Innventure and its direct and indirect subsidiaries as of the Closing, divided by (ii) $10.00. A portion of the aggregate Merger Consideration will be in the form of a contingent right to receive Company Earnout Shares.
As part of the Merger Consideration, the Innventure Members shall have the contingent right to receive the Company Earnout Shares, subject to the following Milestone Conditions:
(i)
40% of the Company Earnout Shares will be issuable upon Accelsius, Inc. having entered into binding contracts providing for revenue for Innventure within the Vesting Period in excess of $15 million in revenue;
(ii)
40% of the Company Earnout Shares will be issuable upon the Company’s formation of a new subsidiary, in partnership with a MNC, as determined using the Company’s “DownSelect” process, within the Vesting Period; and
(iii)
20% of the Company Earnout Shares will be issuable upon AeroFlexx, LLC having received in excess of $15 million revenue within the Vesting Period.
The Milestone Conditions described above will also be deemed to be achieved if, during the period that begins six months following the Closing and prior to the expiration of the Vesting Period, there is a (a) a Change of Control (as defined in the Business Combination Agreement) of Holdco or (b) the volume-weighted average trading price of Holdco Common Stock exceeds $11.50 per share for at least twenty trading days in any immediately preceding thirty trading day period. Any Company Earnout Shares not properly earned by the end of the Vesting Period shall no longer be payable and the obligations of Holdco to issue such Company Earnout Shares will be terminated.
Innventure Merger Effective Time
At the Innventure Merger Effective Time, by virtue of the Innventure Merger, the Innventure Units (other than the Class PCTA Units and the Class I Units, each as defined in the Business Combination Agreement, and other than units to be cancelled in accordance with the Business Combination Agreement) and Class B Preferred Warrants issued and outstanding immediately prior to the Innventure Merger Effective Time will be converted into the right to receive a number of shares of Holdco Common Stock equal to the Merger Consideration, allocated among the holders of Innventure Units and Class B Preferred Warrants in accordance with the Business Combination Agreement.
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LCW Merger Effective Time
At the LCW Merger Effective Time by virtue of the LCW Merger, (a) each Learn CW Ordinary Share issued and outstanding immediately prior to the LCW Merger Effective Time (other than shares to be cancelled in accordance with the Business Combination Agreement and any Redemption Shares) will be automatically surrendered and cancelled and converted into the right to receive one share of Holdco Common Stock and (b) each Redemption Share will not be converted into and become a share of Holdco Common Stock, and instead will at the LCW Merger Effective Time be converted into the right to receive from Learn CW, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights. In addition, by virtue of the assumption by Holdco of the Warrant Agreement, Holdco shall assume each Learn CW Warrant that is outstanding immediately prior to the LCW Merger Effective Time will automatically and irrevocably be modified to provide that such Learn CW Warrant will no longer entitle the holder thereof to purchase the number of Learn CW Ordinary Shares set forth therein and in substitution thereof such Learn CW Warrant will entitle the holder thereof to acquire such number of shares of Holdco Common Stock per Learn CW Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement.
For further details, see the section entitled “Shareholder Proposal No. 1 – The Business Combination Proposal.”
Closing Conditions
The obligations of the parties to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by Innventure and Learn CW of the following conditions:
all matters requiring shareholder approval from Learn CW and member approval from Innventure shall have been approved;
any applicable waiting period or any extension of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the Transactions shall have expired or been earlier terminated, and (ii) all other consents of (or filings or registrations with) any governmental authority required in connection with the execution, delivery and performance of the Business Combination Agreement shall have been obtained, expired or otherwise terminated, as applicable;
no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions;
the Registration Statement (as defined in the Business Combination Agreement) shall have been declared effective under the Securities Act by the SEC and shall remain effective as of the Closing;
no stop order or similar order suspending the effectiveness of the Registration Statement shall have been issued and be in effect with respect to the Registration Statement and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;
the shares of Holdco Common Stock to be issued in connection with the Transactions shall be approved for listing upon the Closing on a nationally recognized stock exchange or listing system mutually agreed to by the parties to the Business Combination Agreement; and
the Sponsor and Innventure shall have duly executed and delivered the Sponsor Support Agreement and the Member Support Agreement.
Innventure Conditions to Closing
The obligations of Innventure to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by Innventure of the following conditions:
each of the representations and warranties made pursuant to Section 5.01 (Organization and Standing), Section 5.02 (Authorization; Binding Agreement), Section 5.05 (Capitalization) and Section 5.18 (Information Supplied) of the Business Combination Agreement (the “Learn CW Fundamental Representations”) shall be true and correct in all respects (other than de minimis inaccuracies), in each case on and as of October 24, 2023 and on and as of the Closing Date as if made on the Closing Date, except for (x) those representations and warranties that address matters only as of a particular date (which
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representations and warranties shall be true and correct in all material respects as of such date) and (y) such changes after October 24, 2023 that are expressly contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;
each of the representations and warranties of Learn CW set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Learn CW pursuant to the Business Combination Agreement, other than the Learn CW Fundamental Representations, shall be true and correct on and as of October 24, 2023 and on and as of the Closing Date as if made on the Closing Date, except for: (x) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date); and (y) any failures to be true and correct that (without giving effect to any qualifications or limitations as to any Innventure Material Adverse Effect (as defined herein) or any similar qualification or exception), individually or in the aggregate, have not had and would not reasonably be expected to have an Innventure Material Adverse Effect;
Learn CW shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date;
no Innventure Material Adverse Effect shall have occurred with respect to the Parent since October 24, 2023 that is continuing and uncured;
Learn CW shall have made appropriate arrangements to have the Trust Account available to Learn CW for payment of amounts to be paid pursuant to the Business Combination Agreement;
the SEPA (as defined below) shall be in full force and effect, no party thereto shall not have terminated nor delivered any notice of amendment, modification, default or termination of the SEPA and the full amount of the SEPA shall be duly available to Holdco;
Learn CW shall have delivered to Innventure a certificate, dated the Closing Date, signed by any director or officer of Learn CW in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.02(a), Section 7.02(b) and Section 7.02(c) of the Business Combination Agreement;
Learn CW shall have delivered to Innventure a certificate from any director or officer certifying as to, and attaching: (a) copies of Learn CW’s organizational documents as in effect as of the Closing Date; and (b) the resolutions of the LCW Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement and each of the Ancillary Agreements to which it is a party or by which it is bound, and the consummation of the Transactions; and
Learn CW shall have delivered to Innventure: (a) a copy of the A&R Registration Rights Agreement, duly executed by Holdco, Learn CW and the Sponsor; and (b) a copy of the Investor Rights Agreement, duly executed by Holdco.
Learn CW Conditions to Closing
The obligation of Learn CW to consummate the Transactions is subject to the satisfaction or written waiver (where available) of the following conditions:
each of the Innventure Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies), in each case on and as of October 24, 2023 and on and as of the Closing Date as if made on the Closing Date, except for (x) those representations and warranties that address matters only as of a particular date (which representations and warranties shall be true and correct in all material respects as of such date) and (y) such changes after the Signing Date that are expressly contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;
each of the representations and warranties of Innventure set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Innventure pursuant to the Business Combination Agreement other than the Innventure Fundamental Representations shall be true and correct on and as of October 24, 2023 and on and as of the Closing Date as if made on the Closing Date, except for: (a) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date, subject to the following clause (b)); and (b) any failures
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to be true and correct that (without giving effect to any qualifications or limitations as to materiality, Learn CW Material Adverse Effect or any similar qualification or exception), individually or in the aggregate, have not had and would not reasonably be expected to have a Learn CW Material Adverse Effect;
Innventure shall have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date;
no Learn CW Material Adverse Effect shall have occurred with respect to any Innventure Company since October 24, 2023 that is continuing and uncured;
Learn CW shall have received a certificate from Innventure, dated as the Closing Date, signed by an executive officer of Innventure in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.03(a), Section 7.03(b) and Section 7.03(c) of the Business Combination Agreement;
Innventure shall have delivered to Learn CW a certificate executed by Innventure’s secretary certifying as to the validity and effectiveness of, and attaching: (a) copies of Innventure’s organizational documents as in effect as of the Closing Date (immediately prior to the Closing); and (b) the requisite resolutions of the Innventure Board authorizing and approving the execution, delivery and performance of the Business Combination Agreement and each Ancillary Agreement to which Innventure is or is required to be a party or bound, and the consummation of the Transactions; and
Holdco shall have delivered to Learn CW a copy of the A&R Registration Rights Agreement, duly executed by Holdco, Learn CW and the Sponsor.
See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing
The Merger Proposal
Learn CW will also ask its shareholders to consider and vote upon a proposal to approve by special resolution the LCW Merger and related Plan of Merger and to authorize the merger of LCW Merger Sub with and into Learn CW, with Learn CW surviving the merger. For further details, see the section entitled “Shareholder Proposal No. 2 – The Merger Proposal”).
The Non-Binding Governance Proposals
Learn CW will ask its shareholders to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Learn CW’s Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws of Holdco, presented separately in accordance with SEC requirements, referred to as the Non-Binding Governance Proposals. The Proposed Certificate of Incorporation and the Proposed Bylaws of Holdco differ in certain material respects from Learn CW’s Amended and Restated Memorandum and Articles of Association and Learn CW encourages shareholders to carefully review the information set out in the section entitled “Shareholder Proposal No. 3 — The Non-Binding Governance Proposals,” Learn CW’s Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws of Holdco, attached hereto as Annex I and Annex J, respectively.
The Equity Plan Proposal
Learn CW will ask its shareholders to consider and vote upon a by ordinary resolution, the Equity Plan that permits grants of awards to eligible service providers. For further details, see the section entitled “Shareholder Proposal No. 4 – The Equity Plan Proposal.”
The Adjournment Proposal
Learn CW will ask its shareholders to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if
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it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the LCW Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals. For further details, see the section entitled “Shareholder Proposal No. 5 – The Adjournment Proposal.”
The LCW Board’s Reasons for Approving the Business Combination
Learn CW was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the LCW Board consulted with Learn CW’s management and financial, legal and other advisors and considered a number of factors. In particular, the LCW Board considered, among other things, the following factors, although not weighted or in any order of significance:
Industry and Trends. Innventure’s business is based in a proprietary process for the systematic evaluation of disruptive technology solutions in the enterprise development industry that the LCW Board, following a review of industry trends and other industry factors, considered attractive and expects to have continued growth potential in future periods;
Additional Growth Opportunities. The potential to grow Innventure by identifying opportunities to commercialize new technology solutions and continued development and monetization of Innventure’s DownSelect process;
Experienced and Proven Management Team. The LCW Board believes that Innventure has an experienced management team with diverse experience. Over a six-month period, the Learn CW management team has had the opportunity to engage and evaluate the Innventure team. Learn CW is confident in the management team’s deep industry knowledge and strategic vision. In addition, the entire senior management of Innventure is expected to continue with Holdco following the Business Combination to execute the business and strategic growth plan. Holdco will be led by Gregory W. Haskell as its Chief Executive Officer, who has over 30 years of experience in company creation and development;
Due Diligence. Learn CW’s management and external advisors conducted significant due diligence investigations of Innventure. This included detailed commercial, financial and tax due diligence reviews including market research and meetings and calls with Innventure’s management regarding Innventure’s business model, operations and forecasts. As part of its evaluation of Innventure, the LCW Board and Learn CW management also considered the financial profiles of publicly traded companies in the same and adjacent sectors;
Lock-Up. The Innventure management and certain insiders of Innventure have agreed to a one-year lock-up period with respect to their shares of Holdco Common Stock, subject to customary exceptions which will provide important stability to Holdco for a period of time following the Business Combination;
Reasonableness of Merger Consideration. Following a review of the financial data provided to Learn CW, including the historical financial statements of Innventure and Learn CW’s due diligence review and financial and valuation analyses of Innventure, the LCW Board considered the transaction consideration to be issued to Innventure’s equityholders and determined that the consideration was reasonable in light of such data and financial information;
Other Alternatives. After a review of other business combination opportunities reasonably available to Learn CW, the LCW Board believes that the proposed Business Combination represents the best potential business combination for Learn CW and the most attractive opportunity for Learn CW’s shareholders based upon the process utilized to evaluate and assess other potential acquisition targets; and
Negotiated Transaction. The terms and conditions of the Business Combination Agreement and the related agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Business Combination and the termination provisions, were the product of arms-length negotiations, and, in the view of the LCW Board, reasonable, and represent a strong commitment by Learn CW and Innventure to complete the Business Combination. The LCW Board also considered the financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are, in their view, reasonable and were the product of arm’s-length negotiations between Learn CW and Innventure.
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Although the LCW Board believes that the Business Combination with Innventure presents an attractive business combination opportunity and is in the best interests of Learn CW and its shareholders, the LCW Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others:
Innventure Business Risks. The LCW Board considered that Learn CW ordinary shareholders would be subject to the execution risks associated with the combined company if they retained their public shares following the Closing, which will be different from the risks related to holding ordinary shares of Learn CW prior to the Closing. In this regard, the LCW Board considered that there were risks associated with successful implementation of Innventure’s long-term business plan and strategy and the combined company realizing the anticipated benefits of the Business Combination on the timeline expected or at all. The LCW Board considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Learn CW shareholders may not fully realize these benefits to the extent that they expected following the completion of the Business Combination. For additional description of these risks, please see the section entitled “Risk Factors”;
Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the combined company’s financial condition and results of operation;
Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Learn CW’s control;
Shareholder Vote. The risk that Learn CW’s ordinary shareholders may fail to approve the Condition Precedent Proposals;
Redemption Risk. The potential that a significant number of Learn CW ordinary shareholders elect to redeem their public shares prior to the consummation of the Business Combination pursuant to the Cayman Constitutional Documents, which would provide less capital to Holdco after Closing;
Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;
Listing Risks. The challenges associated with preparing Holdco and its subsidiaries for the applicable disclosure and listing requirements to which Holdco will be subject as a publicly traded company on the [  ];
Liquidation of Learn CW. The risks and costs to Learn CW if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Learn CW being unable to effect an initial business combination by the Extended Date; and
Fees and Expenses. The fees and expenses associated with completing the Business Combination.
In addition to considering the factors above, the LCW Board also considered other factors including, without limitation:
Interests of Certain Persons. Some officers and directors of Learn CW have interests in the Business Combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Officers and Others in the Business Combination”; and
Other Risk Factors. Various other risk factors associated with Innventure’s business, as described in the section entitled “Risk Factors.”
The LCW Board concluded that the potential benefits that it expected Learn CW and Learn CW’s shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. The LCW Board also noted that Learn CW shareholders would have a substantial economic interest in the combined company (depending on the level of redemptions by Learn CW public shareholders). Accordingly, the LCW Board unanimously determined that the Business Combination Agreement, the Ancillary Agreements referenced therein, and the transactions contemplated thereby were advisable to and in the best interests of Learn CW and its shareholders.
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Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination. For additional information, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal —Summary of the Ancillary Agreements.”
Standby Equity Purchase Agreement
Concurrently with the parties entering into the Business Combination Agreement, Holdco entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which, subject to the consummation of the Transactions, Holdco has the option, but not the obligation, to issue and Yorkville shall subscribe for, an aggregate amount of up to $75 million of the Holdco Common Stock at the time of Holdco’s choosing during the term set forth in the SEPA, subject to certain limitations, including exchange caps, issuances and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be in an amount of Holdco Common stock up to the greater of (i) $10 million or (ii) the aggregate daily trading volume of Holdco Common Stock in the five trading days prior to Holdco requesting an Advance. The purchase price for an Advance is determined by multiplying the market price of Holdco Common Stock by either (a) 95% of the average daily VWAP during the applicable one-day pricing period or (b) 97% of the lowest daily VWAP during the applicable three consecutive trading day pricing period.
The SEPA will continue for a term of three years commencing from the date of the Closing, unless prior terminated pursuant to its terms.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, Learn CW, Innventure and the Sponsor have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”). The Sponsor Support Agreement provides that Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Business Combination Agreement, (ii) to appear at certain Learn CW shareholder meetings for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the proposed transactions contemplated by the Business Combination Agreement, (iv) to waive any anti-dilution rights that would otherwise result in the Learn CW Class B Ordinary Shares held by Learn CW converting into Holdco Common Stock on a greater than one-for-one basis in connection with the Transactions and the transactions contemplated by the Business Combination Agreement and (v) to forfeit 750,000 Learn CW Class B Ordinary Shares and waive any anti-dilution adjustment to the conversion ratio of such shares resulting in such shares converting into Holdco Common Stock on a one-for-one basis, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
In addition, pursuant to the Sponsor Support Agreement, up to an additional 1,880,000 Learn CW Class B Ordinary Shares held by the Sponsor (the “At Risk Sponsor Shares”) are subject to forfeiture if the aggregate amount of (i) any Additional Financing, plus (ii) funds from the Learn CW’s Trust Account available for distribution to Holdco at Closing (collectively, the “Additional Funds”), does not exceed $50 million before taking into account any financing fees and transaction expenses (the “Target Amount”). The amount of At Risk Sponsor Shares subject to forfeiture shall be proportionally reduced to the extent the Additional Funds at Closing are less than the Target Amount. In addition, to the extent not forfeited pursuant to the foregoing at Closing, the At Risk Sponsor Shares shall be subject to a lock-up, subject to release upon the volume-weighted average trading price of Holdco Common Stock does not exceed $11.50 per share for at least twenty days in any immediately preceding thirty day period following the Closing (the “At Risk Sponsor Share Vesting Condition”). If the At Risk Sponsor Share Vesting Condition has not occurred prior to the seventh anniversary of the Closing, such At Risk Sponsor Shares shall be deemed forfeited by the Sponsor and be cancelled by Holdco for no further consideration.
In addition, pursuant to the Sponsor Support Agreement, an amount of Holdco Common Stock received by the Sponsor at Closing equal to the product of 3,000,000 multiplied by a fraction, the numerator of which is 5 million and the denominator of which is the total Merger Consideration (the “Sponsor Earnout Shares”) shall be subject to vesting and forfeiture following the Closing. The Sponsor Earnout Shares will vest upon the achievement of the Milestones concurrently with the vesting and issuance of Company Earnout Shares, and will also be deemed vested if, prior to the expiration of the Vesting Period, there is (i) a Change of Control (as defined in the Business Combination Agreement) of Holdco or (ii) the volume-weighted average trading price of Holdco Common Stock exceeds $11.50 per share for at least twenty days in any immediately preceding thirty day period. If the Sponsor
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Earnout Shares shall not have vested pursuant to the foregoing prior to the expiration of the Vesting Period, the Sponsor Earnout Shares shall be deemed forfeited by the Sponsor and be cancelled by Holdco for no further consideration.
Member Support Agreement
In connection with the execution of the Business Combination Agreement, certain Innventure Members have entered into a Member Support Agreement (the “Member Support Agreement”) with Learn CW, Holdco, and Innventure, pursuant to which such Innventure Members have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be subject to a 180-day lock-up period following the Closing with respect to any shares of Holdco Common Stock received as consideration in the Transaction and (iii) be bound by certain other covenants and agreements related to the Transactions.
Amended & Restated Registration Rights Agreement
Pursuant to the terms of the Business Combination Agreement, at the Closing, Holdco, the Sponsor and certain other holders of the Holdco Common Stock will enter into the A&R Registration Rights Agreement. The A&R Registration Rights Agreement will provide these holders (and their permitted transferees) with the right to require Holdco, at Holdco’s expense, to register the Holdco Common Stock that they hold, on customary terms, including customary demand and piggyback registration rights. The A&R Registration Rights Agreement will also provide that Holdco pay certain expenses of the electing holders relating to such registration and indemnify them against liabilities that may arise under the Securities Act.
Investor Rights Agreement
Pursuant to the terms of the Business Combination Agreement, at the Closing, Holdco and certain Innventure Members (the “Founding Investors”) have agreed to enter into an Investor Rights Agreement (the “Investor Rights Agreement”). Each party to the Investor Rights Agreement agrees to cause (x) the board of Holdco to be comprised of seven (7) directors (subject to increase by unanimous resolutions of the board from time to time) and (y) cause certain nominees to be elected to serve as directors on the board, at each annual meeting, so long as the Founding Investors collectively satisfy certain minimum holding condition as set forth in the Investor Rights Agreement.
Lock-Up Agreements
In connection with the execution of the Business Combination Agreement, certain insiders of Innventure (each, a “Lock-Up Party”) have entered into lock-up agreements (the “Lock-Up Agreements”) with Holdco, pursuant to which such persons have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any shares of Holdco Common Stock, or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive any shares of Holdco Common Stock (collectively, the “Restricted Shares”), currently owned or acquired after the date of the applicable Lock-Up Agreement, that is owned directly by such Lock-Up Party (including securities held as custodian) or with respect to which such Lock-Up Party has beneficial ownership within the rules and regulations of the SEC, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Restricted Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) for a period ending upon the earlier of (A) the expiration of one year after the Closing, and (B) subsequent to the Closing, (i) if the closing price of Holdco Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or (ii) the date which Innventure completes a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing that results in all of the public stockholders of Holdco having the right to exchange their Holdco Common Stock for cash securities or other property.
Innventure’s Solicitation of Written Consents
Innventure Voting Members that wish to consent to the approval of the Business Combination Agreement and the transactions contemplated, or the Innventure Transaction Proposal, thereby must fill out the enclosed written consent, date and sign it, and return it to Innventure by emailing a PDF copy of the signed written consent to [  ],
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or by mailing the signed written consent to 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827. Innventure will not be holding a members’ meeting to consider this proposal and therefore Innventure Voting Members will be unable to vote by attending a members’ meeting. Failure to sign and return a written consent will have the same effect as a vote AGAINST the Innventure Transaction Proposal. See “Innventure’s Solicitation of Written Consents.
Ownership of Holdco Following the Business Combination
As a result of the Business Combination, shareholders of Learn CW (except for Learn CW shareholders who exercise their redemption rights), and unitholders (except with respect to the Excluded Units) and warrant holders of Innventure, will become stockholders of Holdco, and warrant holders of Learn CW will become warrant holders of Holdco.
The following table illustrates the expected ownership levels in Holdco immediately following the consummation of the Business Combination assuming no redemptions and assuming maximum redemptions by Learn CW shareholders. This table (i) does not give effect to the issuance of any Holdco Common Stock upon the exercise of any Holdco Warrants; (ii) does not include Company Earnout Shares that the Innventure Members have the right to receive upon the achievement of any of the Milestones; and (iii) does not include the Sponsor Earnout Shares that the Sponsor will receive at Closing, subject to transfer restrictions and eventual forfeit if the Milestones are not achieved within seven years; but does include the full amount of the At Risk Sponsor Shares that the Sponsor may receive at Closing, subject to transfer restrictions and the At Risk Sponsor Share Vesting Condition. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
 
Ownership of Holdco Common Stock
 
No Redemptions
Maximum Redemptions
 
Number of
Shares
Percentage of
Outstanding
Shares
Number of
Shares
Percentage of
Outstanding
Shares
Innventure Members
37,854,800
73.1%
37,854,800
90.8%
Learn CW Public Shareholders
9,338,421
18.0%
750,000
1.8%
Sponsor
4,529,981
8.7%
2,950,466
7.1%
Independent Directors of Learn CW
120,000
0.2%
120,000
0.3%
Total
51,843,202
100.0%
41,675,266
100.0%
Date, Time and Place of Extraordinary General Meeting of Learn CW’s Shareholders
The extraordinary general meeting will be held on [  ] Eastern Time, at the offices of [  ] located at [  ], to consider and vote upon the proposals to be put to the extraordinary general meeting, including, if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals has not been approved.
Voting Power; Record Date
Learn CW shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Learn CW Ordinary Shares at the close of business on [  ], which is the Record Date for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Learn CW Warrants do not have voting rights.
Quorum and Vote of Learn CW Shareholders
A quorum of Learn CW shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the issued and outstanding Learn CW Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the Record Date for the extraordinary general meeting, [  ] Learn CW Ordinary Shares would be required to achieve a quorum.
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The following votes are required for each proposal at the extraordinary general meeting:
(i)
Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Merger Proposal: The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Non-Binding Governance Proposals: The Non-Binding Governance Proposals are constituted of non-binding advisory proposals, and may be approved by ordinary resolution, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iv)
Equity Plan Proposal: The approval of the Equity Plan Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(v)
Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Learn CW that Learn CW redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Equiniti in which you (a) request that Learn CW redeem all or a portion of your Learn CW Class A Ordinary Shares, for cash, and (b) identify yourself as the beneficial holder of the Learn CW Class A Ordinary Shares and provide your legal name, phone number and address; and
(iii)
deliver your public shares to Equiniti physically or electronically through the DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [  ] (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Equiniti’s address is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Equiniti directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any). For illustrative purposes, as of [  ], this would have amounted to approximately $[  ] per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of Learn CW’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal.
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Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
A Learn CW shareholder may not withdraw a redemption request once submitted to Learn CW unless the LCW Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the LCW Board may do in whole or in part). If you submit a redemption request to Equiniti and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Equiniti at the phone number or address listed under the question “Who can help answer my questions?”.
Any corrected or changed written exercise of redemption rights must be received by Equiniti prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Equiniti at least two business days prior to the vote at the extraordinary general meeting.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Learn CW Class A Ordinary Shares with respect to more than an aggregate of 15% of the Learn CW Class A Ordinary Shares.
Accordingly, if a Learn CW public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Learn CW Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor Persons have, pursuant to the Sponsor Support Agreement, agreed to, among other things, vote all of its Learn CW Class A Ordinary Shares and Learn CW Class B Ordinary Shares in favor of the proposals being presented at the extraordinary general meeting and waive its redemption rights with respect to such shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. None of the Sponsor Persons received any consideration in exchange for waiving their redemption rights. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 5,750,000 of the issued and outstanding Learn CW Ordinary Shares. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Support Agreement.
The closing price of the Learn CW Class A Ordinary Shares on [  ] was $[  ]. For illustrative purposes, as of [   ], funds in the Trust Account plus accrued interest thereon totaled approximately $[  ] or approximately $[  ] per issued and outstanding Learn CW Class A Ordinary Share.
Prior to exercising redemption rights, Learn CW’s public shareholders should verify the market price of the Learn CW Class A Ordinary Shares as they may receive higher proceeds from the sale of their Learn CW Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Learn CW cannot assure its shareholders that they will be able to sell their Learn CW Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
Appraisal Rights
Neither Learn CW’s shareholders nor Learn CW’s warrant holders have appraisal rights in connection with the Business Combination or the Transactions under the Cayman Islands Companies Act. Notwithstanding the foregoing, LCW’s shareholders may be entitled to give notice to Learn CW prior to the meeting that they wish to dissent to the LCW Merger and to receive payment of fair market value for his or her Learn CW Ordinary Shares if they follow the procedures set out in the Cayman Islands Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the Merger Consideration
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constitutes inter alia shares of any company which at the effective date of the LCW Merger are listed on a national securities exchange. It is Learn CW’s view that such fair market value would equal the amount which Learn CW shareholders would obtain if they exercise their redemption rights as described herein.
Proxy Solicitation
Learn CW is soliciting proxies on behalf of the LCW Board. This solicitation is being made by mail but also may be made by telephone or in person. Learn CW and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Learn CW will bear the cost of the solicitation.
Learn CW has engaged [  ] to assist in the proxy solicitation process. Learn CW will pay [  ] a fee of $[  ] plus disbursements.
Learn CW will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Learn CW will reimburse them for their reasonable expenses.
Interests of Learn CW’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of the LCW Board in favor of approval of the Business Combination Proposal, you should keep in mind that the initial shareholders, including Learn CW’s directors and executive officers, have interests in such proposal that may be different from, or in addition to, those of Learn CW’s shareholders generally. The members of the LCW Board were aware of and considered these interests when approving the Business Combination Agreement and recommending that Learn shareholders approve the Business Combination. The members of the LCW Board determined that the overall benefits expected to be received by Learn and its shareholders outweighed any potential risk created by the conflicts stemming from these interests. Additionally, the members of the LCW Board determined that these interests could be adequately disclosed to shareholders in this proxy statement/consent solicitation statement/prospectus and that Learn shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein. These interests include, among other things, the interests listed below:
If Learn CW is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $7,171,000, comprised of (a) $25,000 representing the aggregate purchase price paid for the Learn CW Class B Ordinary Shares, and (b) $7,146,000 representing the aggregate purchase price paid for the Learn CW Private Placement Warrants.
As a result of the low initial purchase price (consisting of $25,000 for the 7,187,000 Learn CW Class B Ordinary Shares initially issued, or approximately $0.003 per share, and $7,146,000 for the Learn Private Warrants), the Sponsor, its affiliates and Learn CW’s management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as Learn CW’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, our officers and directors, and their respective affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by October 13, 2024, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Class B ordinary shares.
The 5,000,000 shares of Holdco Common Stock into which the 5,000,000 Learn CW Class B Ordinary Shares held by the Sponsor and certain of its affiliates will automatically convert in connection with the Business Combination (after giving effect to the forfeiture of 750,000 Class B Ordinary Shares pursuant to the Sponsor Support Agreement and assuming no forfeiture of the At Risk Sponsor Shares), if unrestricted and freely tradable, would have had an aggregate market value of $[  ], based upon the closing price of $[  ] per public share on the NYSE on [  ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus. The 7,146,000 Holdco Warrants into which the 7,146,000 Learn CW Private Placement Warrants held by the Sponsor will convert in connection with the Innventure Merger, if unrestricted and freely tradable, would have had an aggregate market value of $[  ] based upon the closing price of $[  ] per public warrant on NYSE on [  ],
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the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus. Assuming the completion of the business combination under a no redemption scenario, the approximate value of the ownership interests of the Sponsor and certain of its affiliates in Holdco securities, based on the per share price specified in the Business Combination Agreement and the closing trading price of the warrants on [   ], would be $[  ], as compared to the aggregate price paid for all such securities of $[  ].
In the event that Learn CW fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Learn CW will be required to provide for payment of claims of creditors that were not waived that may be brought against Learn within the ten years following such redemption. In order to protect the amounts held in Learn CW’s Trust Account, the Sponsor has agreed that it will be liable to Learn CW if and to the extent any claims by a third-party (other than Learn CW’s independent registered public accounting firm) for services rendered or products sold to Learn CW, or a prospective target business with which Learn CW has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public share, due to reductions in value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes. This liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under Learn CW’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Learn CW has sought to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than Learn CW’s independent registered public accounting firm), prospective target businesses or other entities with which Learn does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Learn CW, the Sponsor, and Innventure entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to vote any Learn CW securities held by them to approve the Business Combination and the other Learn CW shareholder matters required pursuant to the Business Combination Agreement, and not to seek redemption of any of their Learn CW securities in connection with the consummation of the Mergers.
Pursuant to the letter agreement entered into by our initial shareholders, directors and officers, the Sponsor is subject to a lock-up on sales of their Learn CW Class B Ordinary Shares until the earlier of: (a) one year after the completion of the Business Combination or (b) subsequent to the Business Combination, (x) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Learn CW Class A Ordinary Shares for cash, securities or other property or (y) if the closing price of our Learn CW Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading days within any 30-trading day period commencing at least 150 days after the Business Combination. Any of their private placement warrants and the respective Learn CW Class A Ordinary Shares underlying such warrants are also locked up until thirty (30) days after the completion of the Business Combination.
Pursuant to the A&R Registration Rights Agreement, the Sponsor and certain other holders of Holdco Common Stock will have the right to require Holdco, at Holdco’s expense, to register Holdco Common Stock that they hold on customary terms for a transaction of this type, including customary demand and piggyback registration rights. The A&R Registration Rights Agreement will also provide that Holdco will pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act. See the section entitled “Certain Relationships and Related Person Transactions - Learn CW.”
As a result of multiple business affiliations, Learn CW’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Cayman Constitutional Documents provide that the doctrine of corporate opportunity will not apply with respect to any of Learn
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CW’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Learn CW does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Learn CW’s management is not aware of any such corporate opportunities not being offered to Learn CW and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.
The Sponsor (including its representatives and affiliates) and Learn CW’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Learn CW. The Sponsor Persons are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Learn completing its initial business combination. Moreover, certain of Learn CW’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Learn CW’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Learn CW, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Learn CW’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Learn CW, subject to applicable fiduciary duties under the Cayman Islands Companies Act.
Learn CW’s existing directors and officers will be eligible for continued indemnification and continued coverage under Learn CW’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Business Combination Agreement.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Learn CW’s public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor and certain of its affiliates own approximately 43.2% of the issued and outstanding Learn CW Ordinary Shares.
The Sponsor and Learn CW’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Learn CW’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor or Learn CW’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
The purpose of such purchases would be to cause such shares not to be redeemed in connection with the initial business combination, whereas it appears that such requirement would otherwise not be met. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of Learn CW Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The Sponsor and Learn CW’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or Learn CW’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests
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submitted by shareholders (in the case of Learn CW Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and Learn CW’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the extraordinary general meeting, Learn CW will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which Learn CW has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.
Any purchases by the Sponsor or Learn CW’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and Learn CW’s officers, directors and/or their affiliates will not make purchases of Learn CW Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Interests of Innventure’s Directors and Executive Officers in the Business Combination
Certain of Innventure’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of Innventure unitholders. The members of the Innventure Board were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Business Combination Agreement and recommended that Innventure unitholders approve the transaction agreement. Certain of Innventure’s directors and executive officers have ownership in Innventure that will convert into Holdco Common Stock as a result of the Transactions. In addition, certain Innventure directors and officers have also entered into the Member Support Agreement in connection with the Transactions, whereby executive officers and directors have agreed too, among other things, (i) vote in favor of the Business Combination Agreement and the Transactions, (ii) be subject to a 180-day lock-up period following the Closing with respect to any shares of Holdco Common Stock received as consideration in the Transactions and (iii) be bound by certain other covenants and agreements related to the Transactions.
Further, certain members of the board of directors and executive officers of Innventure are expected to become the directors and executive officers of Holdco upon Closing. See “Executive And Director Compensation Of Innventure—Interests of Innventure’s Directors and Executive Officers in the Business Combination.”
Recommendation to Shareholders of Learn CW
The LCW Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Learn CW’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
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Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination (the “No Redemptions Scenario”), or alternatively, that all public shareholders exercise their redemption rights in connection with the Business Combination (the “Maximum Redemptions Scenario”), and (ii) that Holdco issues [  ] shares of Holdco Common Stock to the Innventure Members at the Closing as the Merger Consideration. If the actual facts are different from these assumptions, then the amounts and shares outstanding after the Closing will be different and those changes could be material.
No Redemptions Scenario
Sources
 
Uses
 
Cash and investments held in Trust Account(1)
$100,454
Cash to balance sheet
$85,118
 
Estimated transaction costs
15,336
 
$100,454
 
$100,454
Maximum Redemptions Scenario
Sources
 
Uses
 
Cash and investments held in Trust Account(2)
$7,992
Estimated transaction costs
$15,336
Cash from balance sheet and financing(3)
$7,344
 
 
$15,336
 
$15,336
(1)
Assumes no shares of Learn CW Class A Ordinary Shares are redeemed by the public stockholders in connection with the business combination. For every 100,000 shares of Learn CW Class A Ordinary Shares that are redeemed, total sources would be reduced by $1,067,000 to satisfy such redemption obligations to Learn CW’s public stockholders. Trust Account as of January 22, 2024.
(2)
Assumes 8,588,421 shares of Learn CW Class A Ordinary Shares are redeemed by the public stockholders in connection with the business combination.
(3)
In the maximum redemption scenario, Holdco may be required to negotiate with vendors to defer payment or pay estimated transaction costs shortly after the Closing with funds to be raised from the SEPA or other financing arrangements.
Material U.S. Federal Income Tax Consequences
For a discussion summarizing the material U.S. federal income tax consequences of the exercise of redemption rights to Learn CW shareholders, please see the section entitled “Material U.S. Federal Income Tax Consequences.”
Expected Accounting Treatment
The Business Combination
We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Learn CW is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Holdco will represent a continuation of the financial statements of Innventure with the Business Combination treated as the equivalent of Innventure issuing stock for the net assets of Learn CW, accompanied by a recapitalization. The net assets of Learn CW will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Innventure in future reports of Holdco.
The expectation that Innventure is the accounting acquirer is based on evaluation of the following facts and circumstances:
Innventure stockholders will have majority of the voting power under both the no redemption and maximum redemption scenarios described below;
Innventure will appoint the majority of the board of directors of the combined entity;
Innventure’s existing management will comprise the management of the combined entity;
Innventure’s operations will comprise the ongoing operations of the combined entity;
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Innventure is the larger entity based on historical revenues and business operations; and
the combined entity will assume Innventure’s name and will assume Innventure’s headquarters.
See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Expected Accounting Treatment of the Business Combination.”
Risk Factors
In evaluating the proposals set forth in this proxy statement/consent solicitation statement/prospectus, you should carefully read this proxy statement/consent solicitation statement/prospectus, including the Annexes, and especially consider the factors discussed in the section titled “Risk Factors.” The occurrence of one or more of the events or the circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect Learn CW’s and Innventure’s ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition or results of operations of Holdco. These risks include the following:
Learn CW has no operating history and its future results of operations and those of Holdco may differ significantly from the unaudited pro forma financial data included in this proxy statement/consent solicitation statement/prospectus.
The Sponsor Persons have agreed to vote in favor of the Business Combination, regardless of how Learn CW’s public shareholders vote.
Learn CW may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case Learn CW would cease all operations, except for the purpose of winding up, and Learn CW would redeem the Learn CW Class A Ordinary Shares and liquidate.
Since the Sponsor Persons have interests that are different, or in addition to (and which may conflict with), the interests of Learn CW’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with Innventure is appropriate as Learn CW’s initial business combination. Such interests include that Sponsor will lose its entire investment in Learn CW if an initial business combination is not completed.
The historical financial results of Innventure and unaudited pro forma financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus may not be indicative of what Holdco’s actual financial position or results of operations would have been.
Following the consummation of the Business Combination, Holdco’s only significant asset will be its ownership interest in Innventure, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Holdco Common Stock or satisfy our other financial obligations.
Learn CW’s public shareholders will experience immediate dilution as a consequence of the issuance of Holdco Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Equity Plan.
[  ] may not list Holdco’s securities on its exchange, which could limit investors’ ability to make transactions in Holdco’s securities and subject Holdco to additional trading restrictions.
Innventure’s principal revenues are expected to be earned in the future through its subsidiaries and through the Innventure Companies, and Innventure depends on its subsidiaries for cash.
Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology solutions from MNCs.
If Innventure is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans.
The Innventure Companies are currently pre-revenue early commercial stage companies that may never achieve or sustain profitability.
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If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by MNC partners or have disagreements with those MNC partners, their relationships with these partners could deteriorate, which could have a material adverse effect on the business of Innventure and the Innventure Companies.
Innventure may not be able to obtain additional financing to fund the operations and growth of the business.
There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its ability to continue as a going concern.
AFX currently relies on a single facility for all of its operations.
The failure of AFX’s suppliers to continue to deliver necessary raw materials or other components of its products in a timely manner and to specification could prevent it from delivering products within required time frames and could cause production delays, cancellations, penalty payments and damage to its brand and reputation.
Failure of AFX’s target customers, who are subject to cyclical downturns, to achieve success or maintain market share could adversely impact AFX’s sales and operating margins.
AFX’s ability to establish substantial commercial sales of its products is subject to many risks, any of which could prevent or delay revenue growth and adversely impact its customer relationships, business and results of operations.
AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food grade applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to AFX’s products and AFX’s facilities will be time-consuming and costly.
Accelsius is an early-stage company, and its limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.
The market, including customers and potential investors, may be skeptical of the viability and benefits of Accelsius’ cooling products because they are based on a relatively novel and complex technology.
Accelsius’ cooling products may be subject to increased regulatory scrutiny due to their use of working fluid refrigerants that contain fluorine.
Innventure may be unable to sufficiently protect the intellectual property rights of itself and the Innventure Companies and may encounter disputes from time to time relating to its use of the intellectual property of third parties.
The market price of the Holdco Common Stock is likely to be highly volatile, and you may lose some or all of your investment. Volatility in Holdco’s share price could subject Holdco to securities class action litigation.
If securities or industry analysts do not publish research or reports about Holdco, or publish negative reports, Holdco’s stock price and trading volume could decline.
Innventure, the Innventure Companies, and Innventure’s MNC partners may be negatively impacted by volatility in the political and economic environment, such geopolitical unrest, economic downturns and increases in interest rates, and a period of sustained inflation, which could have an adverse impact on Innventure’s and the Innventure Companies’ business, financial condition, results of operations and prospects.
Innventure, the Innventure Companies, and their MNC partners face risks and uncertainties related to litigation, regulatory actions and investigations.
Cyber-attacks or a failure in our information technology and data security infrastructure could adversely affect Innventure’s business and operations.
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RISK FACTORS
You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/consent solicitation statement/prospectus, before you decide whether to vote or direct your vote to be cast to approve the Business Combination.
If the Business Combination is completed, Holdco will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Innventure to pay expenses and meet its other obligations. Accordingly, Holdco’s shareholders will be subject to all of the risks of Innventure’s business following the Closing. You should carefully consider the risks described below and the other information included in this proxy statement/consent solicitation statement/prospectus before you decide how you want to vote on the merger proposal. Following the closing of the Business Combination, the market price of the Holdco Common Stock could decline due to any of these risks, in which case you could lose all or part of your investment. In assessing these risks, you should also refer to the other information included in this proxy statement/consent solicitation statement/prospectus, including the consolidated financial statements of Learn CW and Innventure and the accompanying notes. Our business, financial condition or results of operations could be affected materially and adversely by any of the risks discussed below.
Risks Related to the Business Combination and Learn CW
Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” “our” and “the Company” refer to Learn CW.
Learn CW has no operating history and its future results of operations and those of Holdco may differ significantly from the unaudited pro forma financial data included in this proxy statement/consent solicitation statement/prospectus.
Learn CW is a blank check company, and it has no operating history or results.
This proxy statement/consent solicitation statement/prospectus includes unaudited pro forma combined financial statements for Learn CW and Innventure. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical unaudited condensed consolidated balance sheet of Learn CW as of September 30, 2023, the historical unaudited condensed consolidated balance sheet of Innventure as of September 30, 2023 on a pro forma basis as if the Business Combination and Other Related Events (in each case, as described further in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/consent solicitation statement/prospectus), had been consummated on September 30, 2023. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 combines the historical statements of operations of Learn CW, the historical statements of operations of Innventure on a pro forma basis as if each of the Business Combination, Other Related Events and Other Financing and Reorganization Events (in each case, as described further in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/consent solicitation statement/prospectus) had been consummated on January 1, 2022, the beginning of the earliest period presented.
The unaudited pro forma combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma combined financial statements, the audited financial statements of Learn CW and related notes, the Innventure audited consolidated financial statements and related notes, the sections of this proxy statement/consent solicitation statement/prospectus entitled “Learn CW Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Innventure” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined financial information has been presented for informational purposes only and is not necessarily indicative of what Holdco’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of Holdco following the consummation of the Business Combination. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
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The Sponsor Persons have agreed to vote in favor of the Business Combination, regardless of how Learn CW’s public shareholders vote.
Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor Persons have agreed to, among other things, vote in favor of the Business Agreement and the transactions contemplated thereby. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor Persons own approximately 43.2% of the issued and outstanding Learn CW Ordinary Shares.
Learn CW may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case Learn CW would cease all operations, except for the purpose of winding up, and Learn CW would redeem the Learn CW Class A Ordinary Shares and liquidate.
Learn CW initially had until October 13, 2023 to consummate an initial business combination. On October 11, 2023 Learn CW held the Extension Meeting. At the Extension Meeting, the shareholders approved the Extension Amendment Proposal to, among other things, extend the date by which Learn CW must (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of Learn CW Class A Ordinary Shares, from October 13, 2023 to October 13, 2024, by electing to extend the date to consummate an initial business combination to the Extended Date, without the need for any further approval of Learn CW’s shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate of $150,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of Learn CW’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination. In connection with the Extension Meeting, shareholders holding 13,661,579 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $145.2 million (approximately $10.63 per share) was removed from the Trust Account to pay such holders.
If Learn CW has not completed any initial business combination by the Extended Date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Learn CW Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Learn CW Class A Ordinary Shares, which redemption will completely extinguish the rights of holders of Learn CW Class A Ordinary Shares as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Learn CW’s remaining shareholders and the LCW Board, liquidate and dissolve, subject in each case to Learn CW’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Since the Sponsor Persons have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Innventure is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our initial business combination is not completed.
When you consider the recommendation of the LCW Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Learn CW’s directors and officers have interests in such proposal that are different from, or in addition to, those of Learn CW shareholders and warrant holders generally. The members of the LCW Board were aware of and considered these interests when approving the Business Combination Agreement and recommending that Learn CW shareholders approve the Business Combination. The members of the LCW Board determined that the overall benefits expected to be received by Learn CW and its shareholders outweighed any potential risk created by the conflicts stemming from these interests. Additionally, the members of the LCW Board determined that these interests could be adequately disclosed to shareholders in this proxy statement/consent solicitation statement/prospectus and that Learn CW shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein. These interests include, among other things, the interests listed below:
Prior to Learn CW’s IPO, the Sponsor Persons purchased 7,187,000 Learn CW Class B Ordinary Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and on August 20, 2021 and September 9,
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2021, the Sponsor effected a surrender of 1,287,000 Learn CW Class B Ordinary Shares and 150,000 Learn CW Class B Ordinary Shares, respectively, to Learn CW for no consideration, resulting in a decrease in the total number of Learn CW Class B Ordinary Shares outstanding from 7,187,000 to 5,750,000, of which 5,630,000 are held by the Sponsor and 120,000 are held by Learn CW’s directors. If Learn CW does not consummate a business combination by the Extended Date, it would cease all operations except for the purpose of winding up, redeeming all of the issued and outstanding public shares for cash and, subject to the approval of its remaining shareholders and the LCW Board, liquidating and dissolving, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,750,000 Learn CW Class B Ordinary Shares owned by the Sponsor Persons would be worthless because following the redemption of the public shares, Learn CW would likely have few, if any, net assets and because the Sponsor Persons have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Learn CW Class A Ordinary Shares and Learn CW Class B Ordinary Shares held by it or them, as applicable, if Learn CW fails to complete a business combination within the required period. Additionally, in such event, the 7,146,000 Learn CW Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of Learn CW’s IPO for an aggregate purchase price of $7,146,000 will also expire worthless. The 5,000,000 shares of Holdco Common Stock into which the 5,000,000 Learn CW Class B Ordinary Shares held by the Sponsor Persons will automatically convert in connection with the Business Combination (after giving effect to the forfeiture of 750,000 Class B Ordinary Shares pursuant to the Sponsor Support Agreement and assuming no forfeiture of the At Risk Sponsor Shares), if unrestricted and freely tradable, would have had an aggregate market value of $[ ] based upon the closing price of $[ ] per public share on the NYSE on [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus. The 7,146,000 shares of Holdco Common Stock into which the 7,146,000 Learn CW Private Placement Shares held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of $[ ], based upon the closing price of $[ ] per public share on the NYSE on [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus. The 7,146,000 Holdco Warrants into which the 7,146,000 Learn CW Private Placement Warrants held by the Sponsor will convert in connection with the Innventure Merger, if unrestricted and freely tradable, would have had an aggregate market value of $[ ] based upon the closing price of $[ ] per public warrant on the NYSE on [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus.
If Learn CW is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $7,171,000, comprised of (a) $25,000 representing the aggregate purchase price paid for the Learn CW Class B Ordinary Shares, and (b) $7,146,000 representing the aggregate purchase price paid for the Private Placement Warrants.
As a result of the low initial purchase price (consisting of $25,000 for the 5,750,000 Learn CW Class B Ordinary Shares, or approximately $0.003 per share, and $7,146,000 for the Private Placement Warrants), the Sponsor, its affiliates and Learn CW’s management team and advisors stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as Learn CW’s public shareholders, experience a negative rate of return because the post-business combination company subsequently declines in value. Thus, the Sponsor, our officers and directors, and their respective affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by the Extended Date, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Learn CW Class B Ordinary Shares.
The Sponsor (including its representatives and affiliates) and Learn CW’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Learn CW. The Sponsor Persons are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Learn CW completing its initial business combination. Moreover, certain of Learn CW’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Learn CW’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Learn CW, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Learn CW’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Learn CW, subject to applicable
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fiduciary duties under the Cayman Islands Companies Act. Learn CW’s Cayman Constitutional Documents provide that Learn CW renounces its interest in any corporate opportunity offered to any director or officer of Learn CW unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Learn CW and it is an opportunity that Learn CW is able to complete on a reasonable basis.
Learn CW’s existing directors and officers will be eligible for continued indemnification and continued coverage under Learn CW’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement.
In the event that Learn CW fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Learn CW will be required to provide for payment of claims of creditors that were not waived that may be brought against Learn CW within the ten years following such redemption. In order to protect the amounts held in Learn CW’s Trust Account, the Sponsor has agreed that it will be liable to Learn CW if and to the extent any claims by a third-party (other than Learn CW’s independent registered public accounting firm) for services rendered or products sold to Learn CW, or a prospective target business with which Learn CW has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of Learn CW’s IPO against certain liabilities, including liabilities under the Securities Act.
Commencing on the effective date of the prospectus filed in connection with Learn CW’s IPO, Learn CW agreed to reimburse the Sponsor for out-of-pocket expenses through the completion of the Business Combination or Learn CW liquidation.
In addition, Learn CW’s executive officers and directors, or any of their respective affiliates, including the Sponsor and other entities affiliated with Learn CW and the Sponsor, are entitled to reimbursement of any out-of-pocket expenses incurred by them in connection with activities on Learn CW’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Learn CW’s behalf. However, if Learn CW fails to consummate a business combination by the Extended Date, they will not have any claim against the Trust Account for reimbursement. Learn CW’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $[ ] million of transaction expenses (excluding the deferred underwriting commissions being held in the Trust Account). Accordingly, Learn CW may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by such date.
Pursuant to the A&R Registration Rights Agreement, the Sponsor and certain other holders of the Holdco Common Stock will have the right to require Holdco, at Holdco’s expense, to register Holdco Common Stock that they hold on customary terms for a transaction of this type, including customary demand and piggyback registration rights. The A&R Registration Rights Agreement will also provide that Holdco will pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.
The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
The personal and financial interests of the Sponsor Persons may have influenced their motivation in identifying and selecting Innventure as a business combination target, completing an initial business combination with Innventure and influencing the operation of the business following the Business Combination. In considering the recommendations of the LCW Board to vote for the proposals, its shareholders should consider these interests.
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The exercise of Learn CW’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Learn CW’s shareholders’ best interest.
In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Learn CW to agree to amend the Business Combination Agreement, to consent to certain actions taken by Innventure or to waive rights to which Learn CW is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Innventure’s business or a request by Innventure to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement. In any of such circumstances, it would be at Learn CW’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/consent solicitation statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/consent solicitation statement/prospectus, Learn CW does not believe there will be any changes or waivers that Learn CW’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Learn CW will circulate a new or amended proxy statement/consent solicitation statement/prospectus and resolicit Learn CW’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.
Learn CW and Innventure will incur significant transaction and transition costs in connection with the Business Combination.
Learn CW and Innventure have both incurred and expect to incur significant costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Learn CW and Innventure may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Holdco following the closing of the Business Combination. We estimate transaction expenses (including deferred underwriting fees) incurred by Learn CW and Innventure will be $6.9 million and $1.2 million (without taking into account the Learn CW Shareholder Redemption), respectively.
Legal proceedings in connection with the Business Combination or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.
In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/consent solicitation statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Innventure and Learn CW to incur significant costs and draw the attention of Innventure’s and Learn CW’s management teams away from the consummation of the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect Holdco’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from being consummated within the expected timeframe.
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The announcement of the proposed Business Combination could disrupt Innventure’s and the Innventure Companies’ relationships with its suppliers, business partners and others, as well as its operating results and business generally.
Risks relating to the impact of the announcement of the Business Combination on Innventure’s and the Innventure Companies’ businesses include the following:
their employees may experience uncertainty about their future roles, which might adversely affect Innventure’s and the Innventure Companies’ ability to retain and hire key personnel and other employees;
suppliers, business partners and other parties with which Innventure and the Innventure Companies maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with Innventure and the Innventure Companies or fail to extend an existing relationship with Innventure and the Innventure Companies; and
Innventure has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.
If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Holdco’s results of operations and cash available to fund its business.
Subsequent to consummation of the Business Combination, Holdco may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and Holdco’s share price, which could cause you to lose some or all of your investment.
We cannot assure you that the due diligence conducted in relation to Innventure and the Innventure Companies has identified all material issues or risks associated with Innventure, the Innventure Companies or the industries in which they compete.
Furthermore, Learn CW cannot assure you that factors outside of Innventure’s and Learn CW’s control will not later arise. As a result of these factors, Holdco may be exposed to liabilities and incur additional costs and expenses and Holdco may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in Holdco’s reporting losses. Even if Learn CW’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Learn CW’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on Holdco’s financial condition and results of operations and could contribute to negative market perceptions about our securities or Holdco. Additionally, Learn CW has no indemnification rights under the Business Combination Agreement.
Accordingly, any shareholders or warrant holders of Learn CW who choose to remain Holdco stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Learn CW’s directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/consent solicitation statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.
Investors may not have the same benefits as an investor in an underwritten public offering.
Learn CW is already a publicly traded company. Therefore, the Business Combination and the transactions described in this proxy statement/consent solicitation statement/prospectus are not an underwritten initial public offering of Learn CW’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:
Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable
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investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Learn CW’s investors must rely on the information in this proxy statement/consent solicitation statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Learn CW’s business or material misstatements or omissions in this proxy statement/consent solicitation statement/prospectus.
In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on [ ] on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on [ ]. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten IPO. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. In addition, since we will become public through a merger, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.
Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/consent solicitation statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the securities or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the securities.
In addition, the Sponsor, certain members of the LCW Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of our securities following completion of the Business Combination, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced the LCW Board in making their recommendation that Learn CW shareholders vote in favor of the approval of the Business Combination and the other proposals described in this proxy statement/consent solicitation statement/prospectus. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination.”
Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten IPO instead of upon completion of the Business Combination.
The historical financial results of Innventure and unaudited pro forma financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus may not be indicative of what Holdco’s actual financial position or results of operations would have been.
The historical financial results of Innventure included in this proxy statement/consent solicitation statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those Holdco will achieve in the future. This is primarily the result of the following factors: (i) Holdco will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) Holdco’s capital structure will be different from that reflected in such historical financial
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statements. Holdco’s financial condition and future results of operations will be materially different from amounts reflected in Learn CW’s historical financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus, so it may be difficult for investors to compare Holdco’s future results to historical results or to evaluate its relative performance or trends in its business.
Similarly, the unaudited pro forma financial information in this proxy statement/consent solicitation statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Learn CW being treated as the “acquired” company for financial reporting purposes in the Business Combination and the number of Learn CW Class A Ordinary Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of Holdco’s future operating or financial performance and Holdco’s actual financial condition and results of operations may vary materially from Holdco’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/consent solicitation statement/prospectus, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The calculation of the number of shares of Holdco to be issued to Innventure Members in the transactions will not be adjusted if there is a change in the value of Innventure before the Business Combination is completed.
The number of shares of Holdco Common Stock to be issued to Innventure Members in the transactions will not be adjusted if there is a change in the value of Innventure before the closing of the transactions. As a result, the actual value of the Holdco Common Stock to be received by Innventure Members in the transactions will depend on the value of such shares at and after the closing of the Business Combination.
Neither Innventure Voting Members nor Learn CW’s shareholders will be entitled to appraisal rights in connection with the transactions.
Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Innventure Voting Members are not entitled to appraisal rights in connection with the Business Combination. Learn CW’s shareholders may be entitled to give notice to Learn CW prior to the meeting that they wish to dissent to the Innventure Merger and to receive payment of fair market value for his or her Learn CW Ordinary Shares if they follow the procedures set out in the Cayman Islands Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the Merger Consideration constitutes inter alia shares of any company which at the effective date of the Innventure Merger are listed on a national securities exchange. It is Learn CW’s view that such fair market value would equal the amount which Learn CW shareholders would obtain if they exercise their redemption rights as described herein.
The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.
The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, any one or more of which may be waived (subject to compliance with applicable law), including, among others:
no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction;
the Holdco Common Stock issuable pursuant to the Business Combination shall have been approved for listing on [ ], subject to official notice of issuance;
the parties shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;
customary bring-down conditions related to the accuracy of the parties’ respective representations, warranties and pre-Closing covenants in the Business Combination Agreement;
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Holdco’s Registration Statement to be filed with the United States Securities and Exchange Commission shall have become effective; and
Learn CW’s shareholder approval.
To the extent that the LCW Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, Learn CW will notify its shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a Current Report on Form 8-K and/or circulating a supplement to this proxy statement/consent solicitation statement/prospectus.
See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Business Combination Agreement — Conditions to Closing” for additional information.
Following the consummation of the Business Combination, Holdco’s only significant asset will be its ownership interest in Innventure, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Holdco Common Stock or satisfy our other financial obligations.
Following the consummation of the Business Combination, Holdco will have no direct operations and no significant assets other than its ownership of Innventure. Learn CW’s shareholders and Innventure Members immediately prior to the Business Combination will become stockholders of Holdco. We will depend on Innventure for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to Holdco Common Stock. The financial condition and operating requirements of Innventure may limit our ability to obtain cash from Innventure. The earnings from, or other available assets of, Innventure may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Holdco Common Stock or satisfy our other financial obligations.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon our financial condition and results of operations.
Learn CW has no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Learn CW to complete a business combination with which a substantial majority of Learn CW’s shareholders do not agree.
Learn CW may be able to complete the Business Combination even though a substantial majority of Learn CW’s public shareholders do not agree with the transaction and have redeemed their shares. However, each redemption of Learn CW’s public shares by Learn CW’s public shareholders will reduce the amount in Learn CW’s Trust Account.
The Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.
The Sponsor and Learn CW’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Learn CW’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor or Learn CW’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
The purpose of such purchases would be to cause such shares not to be redeemed. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.
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In addition, if such purchases are made, the public “float” of Learn CW Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain the quotation, listing or trading of our securities on a national securities exchange.
The Sponsor and Learn CW’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or Learn CW’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Learn CW Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and Learn CW’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
To the extent that the Sponsor or Learn CW’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the extraordinary general meeting, Learn CW will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which Learn CW has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.
Any purchases by the Sponsor or Learn CW’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and Learn CW’s officers, directors and/or their affiliates will not make purchases of Learn CW Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
If third parties bring claims against Learn CW, the proceeds held in the Trust Account could be reduced and the per- share redemption amount received by shareholders may be less than $10.00 per share (which was the amount per unit initially held in the Trust Account following our IPO).
Learn CW’s placing of funds in the Trust Account may not protect those funds from third-party claims against Learn CW. Although Learn CW has sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with Learn CW waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Learn CW’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Learn CW’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to Learn CW than any alternative.
Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of Learn CW’s public shares, if Learn CW have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with Learn CW’s business