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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Learn CW Investment Corporation - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40885 Learn CW Investment Corporation (Exact name of registrant as spec |
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| October 7, 2024 |
LCW / Learn CW Investment Corporation / CWAM LC Sponsor LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Learn CW Investment Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) Robert Hutter c/o Learn CW Investment Corp 11755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 (424) 324-29 |
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| October 7, 2024 |
LCW / Learn CW Investment Corporation / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment SC 13G/A 1 tm2425684d10sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Learn CW Investment Corp. (Name of Issuer) Class A (Title of Class of Securities) G54157105 (CUSIP Number) 9/30/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| October 2, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce Closing of Business Combination Innventure Common Stock Expected to Begin Trading on October 3, 2024, on the Nasdaq Global Market Under Ticker Symbol “INV” ORLANDO, Fla. (October 2, 2024) – Innventure, Inc. (Nasdaq: INV) and Learn CW Investment Corporation (NASDAQ: LCW) (“Learn CW”), a special purpose acquisition company, tod |
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| October 2, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporatio |
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| September 30, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorpora |
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| September 26, 2024 |
Exhibit 10.2 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Sponsor Support Agreement) Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the “Agreement”), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the |
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| September 26, 2024 |
Exhibit 10.4 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of September 20, 2024 (the “Effective Date”), is by and among Innventure LLC, a Delaware limited liability company (the “Company”), Michael Otworth and John Scott (together with Michael Otworth, the “Purchasers”). For purposes of this Agreement, the Purchasers and the Company may each be re |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorpora |
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| September 26, 2024 |
Exhibit 10.4 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of September 20, 2024 (the “Effective Date”), is by and among Innventure LLC, a Delaware limited liability company (the “Company”), Michael Otworth and John Scott (together with Michael Otworth, the “Purchasers”). For purposes of this Agreement, the Purchasers and the Company may each be re |
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| September 26, 2024 |
Exhibit 10.3 Execution Version INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of September 24, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 3 Section 1.02. General Interpretive Principles 6 ARTICLE II SALE AND PURCHASE OF SERIES B PREFERRED STOCK Section 2.01. Sale and Purchase of the Series B Preferr |
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| September 26, 2024 |
Exhibit 10.3 Execution Version INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of September 24, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 3 Section 1.02. General Interpretive Principles 6 ARTICLE II SALE AND PURCHASE OF SERIES B PREFERRED STOCK Section 2.01. Sale and Purchase of the Series B Preferr |
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| September 26, 2024 |
Exhibit 10.2 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Sponsor Support Agreement) Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the “Agreement”), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the |
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| September 26, 2024 |
Exhibit 10.1 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Business Combination Agreement) Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), by and among Learn SPAC HoldCo, Inc. (“Holdco”), a Del |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| September 26, 2024 |
Exhibit 10.2 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Sponsor Support Agreement) Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the “Agreement”), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the |
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| September 26, 2024 |
Exhibit 10.2 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Sponsor Support Agreement) Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (the “Agreement”), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the |
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| September 26, 2024 |
Exhibit 10.3 Execution Version INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of September 24, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 3 Section 1.02. General Interpretive Principles 6 ARTICLE II SALE AND PURCHASE OF SERIES B PREFERRED STOCK Section 2.01. Sale and Purchase of the Series B Preferr |
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| September 26, 2024 |
Exhibit 10.1 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Business Combination Agreement) Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), by and among Learn SPAC HoldCo, Inc. (“Holdco”), a Del |
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| September 26, 2024 |
Exhibit 10.4 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of September 20, 2024 (the “Effective Date”), is by and among Innventure LLC, a Delaware limited liability company (the “Company”), Michael Otworth and John Scott (together with Michael Otworth, the “Purchasers”). For purposes of this Agreement, the Purchasers and the Company may each be re |
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| September 26, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Learn CW Investment Corporation Registration No.: 001-40885 Date: September 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event repor |
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| September 26, 2024 |
Exhibit 10.1 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Business Combination Agreement) Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), by and among Learn SPAC HoldCo, Inc. (“Holdco”), a Del |
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| September 26, 2024 |
Exhibit 10.3 Execution Version INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of September 24, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 3 Section 1.02. General Interpretive Principles 6 ARTICLE II SALE AND PURCHASE OF SERIES B PREFERRED STOCK Section 2.01. Sale and Purchase of the Series B Preferr |
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| September 26, 2024 |
Exhibit 10.1 September 24, 2024 Innventure LLC 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 Re: Waiver and Modification of Certain Covenants (Business Combination Agreement) Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), by and among Learn SPAC HoldCo, Inc. (“Holdco”), a Del |
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| September 26, 2024 |
Filed by Learn CW Investment Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Learn SPAC HoldCo, Inc. |
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| September 26, 2024 |
Exhibit 10.4 Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of September 20, 2024 (the “Effective Date”), is by and among Innventure LLC, a Delaware limited liability company (the “Company”), Michael Otworth and John Scott (together with Michael Otworth, the “Purchasers”). For purposes of this Agreement, the Purchasers and the Company may each be re |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 19, 2024 |
FOURTH AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) ( |
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| September 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorpora |
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| September 10, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce the Effectiveness of the Registration Statement on Form S-4 Filed in Connection With the Business Combination Learn CW’s Extraordinary General Meeting of Shareholders to Approve the Business Combination Expected to be Held on September 30, 2024 ORLANDO, Fla. (September 10, 2024) – Innventure LLC, an enterprise growth engine ( |
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| September 10, 2024 |
Exhibit 99.2 Exciting news! Innventure LLC, with Learn CW Investment Corporation, has reached a critical milestone in the journey to become a publicly traded company. “We believe this transaction will better position us to advance our current family of companies and identify new technologies that can be the foundation for future growth,” said Bill Haskell, CEO of Innventure, in a recent press rele |
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| September 10, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce the Effectiveness of the Registration Statement on Form S-4 Filed in Connection With the Business Combination Learn CW’s Extraordinary General Meeting of Shareholders to Approve the Business Combination Expected to be Held on September 30, 2024 ORLANDO, Fla. (September 10, 2024) – Innventure LLC, an enterprise growth engine ( |
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| September 10, 2024 |
Exhibit 99.2 Exciting news! Innventure LLC, with Learn CW Investment Corporation, has reached a critical milestone in the journey to become a publicly traded company. “We believe this transaction will better position us to advance our current family of companies and identify new technologies that can be the foundation for future growth,” said Bill Haskell, CEO of Innventure, in a recent press rele |
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| September 10, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Learn CW Investment Corporation Registration No.: 001-40885 Date: September 10, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 98-1583469 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 11755 |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40885 LEARN CW INVESTMENT CORPORATION, NEW YORK STOCK EXCHANGE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registere |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| August 20, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporatio |
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| August 15, 2024 |
Learn CW Announces Updated Timeline for Suspension of Trading of Units and Warrants on NYSE Exhibit 99.1 Learn CW Announces Updated Timeline for Suspension of Trading of Units and Warrants on NYSE NEW YORK, August 15, 2024 - Learn CW Investment Corporation (“Learn CW”) (NYSE: LCW), a special purpose acquisition company, announced today an updated timeline to its previously disclosed plan to transfer the listing of its Class A Ordinary Shares from the New York Stock Exchange (“NYSE”) to t |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 13, 2024 |
Learn CW Investment Corporation Announces Intention to Transfer Listing to Nasdaq Exhibit 99.1 Learn CW Investment Corporation Announces Intention to Transfer Listing to Nasdaq NEW YORK, August 13, 2024 – Learn CW Investment Corporation (“Learn CW”) (NYSE: LCW), a special purpose acquisition company, announced today that it plans to transfer the listing of its Class A Ordinary Shares from the New York Stock Exchange (“NYSE”) to the Nasdaq Global Market (“Nasdaq”). Learn CW expe |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporatio |
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| August 9, 2024 |
LCW / Learn CW Investment Corporation / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment SC 13G/A 1 d854903dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LEARN CW INVESTMENT CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of th |
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| August 9, 2024 |
EX-99.1 2 d854903dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Learn CW Investment Corporation (this “Ag |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) ( |
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| May 7, 2024 |
Exhibit 99.1 Innventure Analyst Day 2024 April 22, 2024 Lucas Harper, Chief Investment Officer: On behalf of my colleagues, I'd like to thank you all for being here today. Those of you that have joined us in person and those that are here online. We're very excited to be here today to talk to you about how we build companies. But before we get started, I want to point out the disclaimer pages. I w |
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| May 7, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Learn CW Investment Corporation Registration No.: 001-40885 Date: May 7, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the |
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| May 7, 2024 |
Exhibit 99.1 Innventure Analyst Day 2024 April 22, 2024 Lucas Harper, Chief Investment Officer: On behalf of my colleagues, I'd like to thank you all for being here today. Those of you that have joined us in person and those that are here online. We're very excited to be here today to talk to you about how we build companies. But before we get started, I want to point out the disclaimer pages. I w |
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| May 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) (Comm |
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| May 1, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 25, 2024, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the Uni |
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| April 22, 2024 |
Exhibit 99.1 Analyst Day April 22, 2024 Lucas Harper Chief Investment Officer Introduction Disclaimer 3 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company |
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| April 22, 2024 |
Exhibit 99.1 Analyst Day April 22, 2024 Lucas Harper Chief Investment Officer Introduction Disclaimer 3 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company |
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| April 22, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Learn CW Investment Corporation Registration No.: 001-40885 Date: April 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of t |
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| April 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40885 Learn CW Inv |
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| April 4, 2024 |
LEARN CW INVESTMENT CORPORATION POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Exhibit 97.1 LEARN CW INVESTMENT CORPORATION POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Learn CW Investment Corporation (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results |
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| April 4, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of April 2, 2024, Learn CW Investment Corporation (“we,” “our,” “us” or the “Company”) had the following three classes of its securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) redeemable warrants, each whol |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| March 25, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) (Comm |
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| March 20, 2024 |
Exhibit 99.3 New Co. OperationalCase Studies Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collec |
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| March 20, 2024 |
Exhibit 99.1 DownSelect® March 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collectively, t |
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| March 20, 2024 |
Exhibit 99.2 Sustainability March 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collectively |
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| March 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation |
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| March 20, 2024 |
Exhibit 99.1 DownSelect® March 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collectively, t |
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| March 20, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Learn CW Investment Corporation Registration No.: 001-40885 Date: March 20, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of t |
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| March 20, 2024 |
Exhibit 99.3 New Co. OperationalCase Studies Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collec |
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| March 20, 2024 |
Exhibit 99.2 Sustainability March 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (collectively |
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| February 14, 2024 |
LCW / Learn CW Investment Corporation / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment SC 13G 1 tm246034d8sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Learn CW Investment Corp. (Name of Issuer) Class A (Title of Class of Securities) G54157105 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 14, 2024 |
LCW / Learn CW Investment Corporation / Walleye Capital LLC Passive Investment SC 13G 1 walleye-lcw123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LEARN CW INVESTMENT CORPORATION (Name of Issuer) Class A Ordinary Shares included as part of the units (Title of Class of Securities) G54157105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
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| February 14, 2024 |
SC 13G 1 ef20021401sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Learn CW Investment Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G54157105 (CUSI |
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| February 13, 2024 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Learn CW Investment Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G54157121 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 13, 2024 |
EX-99.A 2 d739537dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d739537dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 12, 2024 |
Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193055ex99-1learn.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an |
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| February 12, 2024 |
SC 13G 1 d28038dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) LEARN CW INVESTMENT CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 12, 2024 |
SC 13G/A 1 ea193055-13ga1cantorlearn.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Learn CW Investment Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G54157121 (CUSIP Number) December 31, 2023 (Date of Ev |
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| February 9, 2024 |
EX-99.1 2 d752073dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Ordinary Shares, par value $0.0001 per share, of Learn CW Investment Corporation (this “Agreemen |
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| February 9, 2024 |
LCW / Learn CW Investment Corporation / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment SC 13G 1 d752073dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Learn CW Investment Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this |
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| February 9, 2024 |
LCW / Learn CW Investment Corporation / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d601372dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Learn CW Investment Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this |
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| January 29, 2024 |
Filed by Learn SPAC HoldCo, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Learn CW Investment Corporation Registration No.: 333-276714 Date: January 29, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) o |
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| January 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporati |
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| January 29, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce Filing of Registration Statement on Form S-4 in Connection With Proposed Business Combination ORLANDO, Florida. January 29, 2024 – Innventure LLC, an enterprise growth engine (“Innventure”), and Learn CW Investment Corporation, a special purpose acquisition company (NYSE: LCW) (“Learn CW”), announced today the filing of a reg |
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| January 29, 2024 |
Exhibit 99.2 Investor Presentation January 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (col |
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| January 29, 2024 |
Exhibit 99.2 Investor Presentation January 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (col |
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| January 29, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce Filing of Registration Statement on Form S-4 in Connection With Proposed Business Combination ORLANDO, Florida. January 29, 2024 – Innventure LLC, an enterprise growth engine (“Innventure”), and Learn CW Investment Corporation, a special purpose acquisition company (NYSE: LCW) (“Learn CW”), announced today the filing of a reg |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporati |
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| January 29, 2024 |
Exhibit 99.1 Innventure LLC and Learn CW Investment Corporation Announce Filing of Registration Statement on Form S-4 in Connection With Proposed Business Combination ORLANDO, Florida. January 29, 2024 – Innventure LLC, an enterprise growth engine (“Innventure”), and Learn CW Investment Corporation, a special purpose acquisition company (NYSE: LCW) (“Learn CW”), announced today the filing of a reg |
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| January 29, 2024 |
Exhibit 99.2 Investor Presentation January 2024 Disclaimer 2 This presentation (the “Presentation”) has been prepared by Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn CW and related transactions (col |
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| January 3, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) (C |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVEST |
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| November 27, 2023 |
Exhibit 99.1 Learn CW Investment Corporation Receives Noncompliance Notification from the New York Stock Exchange Due to Delayed Form 10-Q Filing Los Angeles, California, November 27, 2023 – Learn CW Investment Corporation (the “Company”) announced it had received a notification (the “Notice”) dated November 21, 2023 from the New York Stock Exchange (the “NYSE”) informing the Company that, as a re |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporat |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| October 27, 2023 |
EX-99.8 2 ef20012569ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange A |
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| October 27, 2023 |
LCW / Learn CW Investment Corp - Class A / CWAM LC Sponsor LLC - SC 13D/A Activist Investment SC 13D/A 1 ef20012569sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 1)* Learn CW Investment Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) Robert Hutter c/o Learn CW Investment Corp 11755 Wilshire Blvd. Suite 2320 Los A |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) (Co |
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| October 24, 2023 |
Exhibit 10.1 MEMBER SUPPORT AGREEMENT This Member Support Agreement (this “Agreement”) is made as of October 24, 2023, by and among (i) Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (“Parent”), Learn SPAC Holdco, Inc. (“Holdco”), a Delaware corporation and a wholly owned subsidiary of Parent, (iii) Innventure LLC, a Delaware limited liability company (th |
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| October 24, 2023 |
Exhibit 10.2 Final Form SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of October 24, 2023 (the “Effective Date”), by and among Learn CW Investment Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Parent”), the Persons set forth on Schedule I to this Agreement (the “Parent Support |
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| October 24, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG LEARN SPAC HOLDCO, INC., LEARN CW INVESTMENT CORPORATION, LCW MERGER SUB, INC., INNVENTURE MERGER SUB, LLC AND INNVENTURE LLC DATED AS OF OCTOBER 24, 2023 TABLE OF CONTENTS Page ARTICLE I AGREEMENT AND PLAN OF MERGER 3 Section 1.01 Mergers 3 Section 1.02 Effective Time 3 Section 1.03 Effect of the Mergers 4 Section 1.04 Cert |
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| October 24, 2023 |
Exhibit 10.3 October 24, 2023 Learn SPAC Holdco, Inc. 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Lock-Up Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as amended or modified from time to time, the “Business Combination Agreement”) entered into |
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| October 24, 2023 |
Enterprise growth engine Innventure enters agreement with Learn CW as it heads towards IPO Exhibit 99.1 Enterprise growth engine Innventure enters agreement with Learn CW as it heads towards IPO Innventure will enter into agreement with special purpose acquisition company (SPAC) Learn CW to further accelerate Innventure’s commercialization of technology solutions in collaboration with multinational corporations. ORLANDO, Florida. October 24, 2023 – Innventure LLC (“Innventure”), an ente |
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| October 24, 2023 |
STANDBY EQUITY PURCHASE AGREEMENT Exhibit 2.2 Final Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 24, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LEARN SPAC HOLDCO, INC., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also in |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 LEARN CW INVESTMENT CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporation) (Co |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporati |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporati |
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| October 13, 2023 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEARN CW INVESTMENT CORPORATION (the “Company”) RESOLVED, as a special resolution that: Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: 49.7 In the event that the Company does not consumma |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporatio |
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| October 6, 2023 |
Learn CW Investment Corporation Announces Postponement of Exhibit 99.1 Learn CW Investment Corporation Announces Postponement of Extraordinary General Meeting From Tuesday, October 10, 2023 to Wednesday, October 11, 2023 LOS ANGELES, CALIFORNIA, October 6, 2023 — Learn CW Investment Corporation (NYSE: LCW) (the “Company”) announced today that its previously announced extraordinary general meeting (the “Shareholder Meeting”) originally scheduled for Tuesd |
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| September 21, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 7, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40885 Learn CW Inv |
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| April 18, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of April 17, 2023, Learn CW Investment Corporation (“we,” “our,” “us” or the “Company”) had the following three classes of its securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) redeemable warrants, each who |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of inc |
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| January 20, 2023 |
Exhibit 99.1 Learn CW Investment Corporation Receives Noncompliance Notification from the New York Stock Exchange Due to Failure to Maintain a Minimum of 300 Public Stockholders on a Continuous Basis Los Angeles, California, January 20, 2023 – Learn CW Investment Corporation (the “Company”) announced it had received a notification dated January 13, 2023 from the New York Stock Exchange (the “NYSE” |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVEST |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ?Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ?Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period |
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| June 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Learn CW Investment Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G54157121 (CUSIP Number) June 8, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| June 16, 2022 |
Joint Filing Agreement, dated as of June 16, 2022, by and among the Reporting Persons Exhibit 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und |
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| June 9, 2022 |
LCW / Learn CW Investment Corp - Class A / SOFTBANK GROUP CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Learn CW Investment Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title |
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| June 9, 2022 |
ARTICLE I PURCHASE AND SALE OF THE PURCHASED SECURITIES Exhibit 2 Execution Version PURCHASE AGREEMENT dated as of June 8, 2022 (this "Agreement") by and among SB Northstar LP (the "Seller") and the investors listed on Schedule I attached hereto (individually, a "Purchaser" and collectively, the "Purchasers"). |
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| June 3, 2022 |
LCW / Learn CW Investment Corp - Class A / SOFTBANK GROUP CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Learn CW Investment Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVESTMENT |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ?Form 10-K ? Form 20-F? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period |
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| April 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40885 Learn CW Inv |
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| April 4, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of March 30, 2022, Learn CW Investment Corporation (?we,? ?our,? ?us? or the ?Company?) had the following three classes of its securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) Class A ordinary shares, $0.0001 par value per share (?Class A ordinary shares?), (ii) redeemable warrants, each who |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe |
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| November 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction of incorporat |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40885 LEARN CW INVEST |
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| November 29, 2021 |
Exhibit 99.1 Learn CW Investment Corporation Announces Separate Trading of its Class A Ordinary Shares and Redeemable Warrants, Commencing November 29, 2021 LOS ANGELES, CALIFORNIA, November 29, 2021 ? Learn CW Investment Corporation (the ?Company?) today announced that commencing November 29, 2021, holders of the units (the ?Units?) sold in the Company?s initial public offering may elect to separ |
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| November 22, 2021 |
NT 10-Q 1 brhc10031104nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R |
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| November 10, 2021 |
SB Management Ltd - LEARN CW INVESTMENT CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Learn CW Investment Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G54157121** (CUSIP Number) October 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa |
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| October 25, 2021 |
LCW / Learn CW Investment Corp - Class A / CWAM LC Sponsor LLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Learn CW Investment Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G54157105 (CUSIP Number) Christopher Mendez c/o Learn CW Investment Corp 11755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 (424) 324-29 |
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| October 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction (Commission Fi |
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| October 19, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 13, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Learn CW Investment Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Learn CW Investment Corpo |
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| October 14, 2021 |
Exhibit 10.1 October 7, 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted co |
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| October 14, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Learn CW Investment Corporation (ADOPTED BY SPECIAL RESOLUTION DATED 6 OCTOBER 2021 AND EFFECTIVE ON 7 OCTOBER 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| October 14, 2021 |
Exhibit 4.1 WARRANT AGREEMENT LEARN CW INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated October 12, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 12, 2021, is by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as |
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| October 14, 2021 |
Exhibit 99.2 Learn CW Investment Corporation Announces Closing of Initial Public Offering and Full Exercise of the Underwriter?s Over-Allotment Option LOS ANGELES, CALIFORNIA, October 13, 2021 ? Learn CW Investment Corporation (NYSE: LCW) (?Learn CW? or the ?Company?) today announced the closing of its initial public offering of 23,000,000 units at a price of $10.00 per unit, which includes 3,000, |
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| October 14, 2021 |
Learn CW Investment Corporation Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Learn CW Investment Corporation Announces Pricing of $200 Million Initial Public Offering LOS ANGELES, CALIFORNIA, October 7, 2021 ? Learn CW Investment Corporation (NYSE: LCW) (?Learn CW? or the ?Company?) announced today the pricing of its initial public offering (?IPO?) of 20,000,000 units at price of $10.00 per unit. The units are expected to be listed on The New York Stock Exchan |
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| October 14, 2021 |
20,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT Exhibit 1.1 20,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT October 7, 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 As Representative of the several Underwriters Ladies and Gentlemen: Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters n |
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| October 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2021 LEARN CW INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40885 98-1583469 (State or other jurisdiction (Commission Fil |
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| October 14, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 12, 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the ?Tru |
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| October 14, 2021 |
Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 12, 2021, is made and entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), CWAM LC Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on the signature |
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| October 14, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 7, 2021, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and [*] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w |
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| October 14, 2021 |
Exhibit 10.2 October 7, 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted co |
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| October 14, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of October 12, 2021, is entered into by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and CWAM LC Sponsor LLC, a Delaware limi |
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| October 12, 2021 |
$200,000,000 Learn CW Investment Corporation 20,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254820 PROSPECTUS $200,000,000 Learn CW Investment Corporation 20,000,000 Units Learn CW Investment Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busine |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF UNDER THE SECURITIES ACT OF 1933 LEARN CW INVESTMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 11755 Wilshire Blvd. Suite 2320 L |
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| October 5, 2021 |
October 5, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jessica Livingston Eric Envall Re: Acceleration Request for Learn CW Investment Corporation Registration Statement on Form S-1 (File No. 333-254820) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Learn |
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| October 5, 2021 |
October 5, 2021 VIA EDGAR Jessica Levingston Eric Envall Division of Corporation Finance U. |
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| October 4, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 4, 2021 under the Securities Act of 1933, as amended. Registration No. 333-254820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Learn CW Investment Corporation (Exact name of registrant as specified in i |
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| September 17, 2021 |
20,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT EX-1.1 2 nt10022269x4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT [●], 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 As Representative of the several Underwriters Ladies and Gentlemen: Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as appl |
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| September 17, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] LEARN CW INVESTMENT CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinar |
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| September 17, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [-], 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the ?Trustee?). |
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| September 17, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.6 12 nt10022269x4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [-], 2021, is entered into by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), |
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| September 17, 2021 |
Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Learn CW Investment Corporation (ADOPTED BY SPECIAL RESOLUTION DATED [*] 2021 AND EFFECTIVE ON [*] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Learn CW Inv |
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| September 17, 2021 |
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [-], 2021, is made and entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), CWAM LC Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and each individual named on the signature pages h |
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| September 17, 2021 |
Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| September 17, 2021 |
Exhibit 10.1 [-], 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company |
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| September 17, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 16, 2021 under the Securities Act of 1933, as amended. Registration No. 333-254820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Learn CW Investment Corporation (Exact name of registrant as specified i |
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| September 17, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [-], 2021, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequa |
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| September 17, 2021 |
LEARN CW INVESTMENT CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [●], 2021 Exhibit 4.4 WARRANT AGREEMENT LEARN CW INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent |
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| September 17, 2021 |
Exhibit 10.9 [-], 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company |
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| May 14, 2021 |
EX-10.9 14 nt10022269x2ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 [-], 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Learn CW Investment |
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| May 14, 2021 |
EX-99.6 22 nt10022269x2ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF ANURANJITA TEWARY Learn CW Investment Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, |
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| May 14, 2021 |
EX-3.2 3 nt10022269x2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Learn CW Investment Corporation (ADOPTED BY SPECIAL RESOLUTION DATED [*] 2021 AND EFFECTIVE ON [*] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATE |
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| May 14, 2021 |
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT EX-10.4 11 nt10022269x2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2021, is made and entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), CWAM LC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and |
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| May 14, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.6 12 nt10022269x2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [-], 2021, is entered into by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), |
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| May 14, 2021 |
25,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT EX-1.1 2 nt10022269x2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 25,000,000 Units Learn CW Investment Corporation UNDERWRITING AGREEMENT [●], 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 As Representative of the several Underwriters Ladies and Gentlemen: Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as appl |
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| May 14, 2021 |
LEARN CW INVESTMENT CORPORATION AUDIT COMMITTEE CHARTER Exhibit 99.1 LEARN CW INVESTMENT CORPORATION AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other |
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| May 14, 2021 |
Learn CW Investment Corporation Code of Ethics EX-14.1 15 nt10022269x2ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 Learn CW Investment Corporation Code of Ethics I. Introduction Learn CW Investment Corporation (the “Company”) requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business |
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| May 14, 2021 |
EX-99.2 18 nt10022269x2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF DANIEL H. STERN Learn CW Investment Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as |
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| May 14, 2021 |
EX-99.4 20 nt10022269x2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT OF ELLEN LEVY Learn CW Investment Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amen |
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| May 14, 2021 |
EX-99.5 21 nt10022269x2ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF PETER RELAN Learn CW Investment Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as ame |
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| May 14, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 13, 2021 under the Securities Act of 1933, as amended. Registration No. 333-254820 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Learn CW Investment Corporation (Exact name of registrant as specified in its |
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| May 14, 2021 |
EX-99.3 19 nt10022269x2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF ALAN HOWARD Learn CW Investment Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as ame |
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| May 14, 2021 |
EX-10.7 13 nt10022269x2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| May 14, 2021 |
EX-10.3 10 nt10022269x2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws o |
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| May 14, 2021 |
LEARN CW INVESTMENT CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [●], 2021 Exhibit 4.4 WARRANT AGREEMENT LEARN CW INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent |
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| May 14, 2021 |
SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE EX-4.2 5 nt10022269x2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES LEARN CW INVESTMENT CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF LEARN C |
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| May 14, 2021 |
EX-4.1 4 nt10022269x2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] LEARN CW INVESTMENT CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary |
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| May 14, 2021 |
EX-10.1 9 nt10022269x2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [-], 2021 Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Learn CW Investment C |
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| May 13, 2021 |
May 13, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Michael Henderson Robert Klein Jessica Livingston Eric Envall Re: Learn CW Investment Corporation Registration Statement on Form S?1 Filed March 29, 2021 File No. 333-254820 Ladies and Gentlemen: This letter is submitted on behalf of our clien |
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| March 29, 2021 |
EX-10.2 3 nt10022269x1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| March 29, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 29, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Learn CW Investment Corporation (Exact name of registrant as specified in its charter) Cayman Islands |
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| March 29, 2021 |
EX-3.1 2 nt10022269x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Learn CW Investment Corporation Auth Code: F19950905033 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Learn CW Investment Corporation 1 The name |
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| March 29, 2021 |
EX-10.8 4 nt10022269x1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 February 18, 2021 Learn CW Investment Corporation 11755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025 Re: Securities Subscription Agreement Ladies and Gentlemen: Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of CWAM LC Sponsor LLC, a Delaware limited lia |
