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February 22, 2024
Robert J. Hutter
CEO
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Registration Statement on Form S-4
Filed January 26, 2024
File No. 333-276714
Dear Robert J. Hutter:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed January 26, 2024
General
1.You state on page 148 that the Sponsor "will purchase private placement warrants in a
transaction that will close simultaneously with the closing of this offering." Please revise
your disclosure here, in the Summary and elsewhere as appropriate to describe the terms
of the purchase including the amount. Please also revise the dilution tables on pages xxiv
and 103 to include these warrants as a dilution source or explain why they are not
included.
2.Please revise throughout to clearly disclose the stage of operations of Innventure's
portfolio companies so that investors understand the platforms that have fully been
developed and those that are currently in use, and, to the extent that your platforms, assets
or products are not fully developed, please describe the current stage of development and
the estimated timeline of when they will be fully developed and commercialized.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 2
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 2
3.You state throughout the registration statement that Innventure has launched three
companies consisting of PureCycle, AeroFlexx and Accelsius. You further state on page
92 that PureCycle was merged with a special purpose acquisition company. Finally, the
organizational charts on page 1, 152, etc. do not show Innventure having any further
ownership in PureCycle. Please make revisions throughout the registration statement as
appropriate to clarify if you continue to have any ownership interests in PureCycle,
or clarify if it is not part of the proposed business combination.
4.Please revise your disclosure to provide a summary compensation table that provides
compensation information for Learn CW's named executive officers for the last two
completed fiscal years or explain why it is not required. Refer to Item 402 of Regulation
S-K for guidance.
5.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Q: What happens if a substantial number of the public shareholders, page xxii
6.Please revise the table on page xxiv to disclose all possible sources of dilution including
(i) the Company Earnout Shares, (ii) the Sponsor Earnout Shares and (iii) the Standby
Equity Purchase Agreement. Please make similar revisions to the table on page 103 and
elsewhere as appropriate.
How does the Sponsor intend to vote its shares, page xxvii
7.We note the disclosure here that, prior to the completion of the business combination, the
Sponsor and Learn CW's directors, officers, or advisors may purchase shares in the open
market. Please provide your analysis on how such potential purchases would comply with
Rule 14e-5.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 3
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 3
Summary of the Proxy Statement/Consent Solicitation
The Parties to the Business Combination, page 1
8.Please revise the pre- and post-closing organizational charts to include appropriate
information to allow a reader to fully understand the legal and economic ownership of
each entity before and after the merger, including the names of significant shareholders
and the public holders as a group. Please also revise the post-closing organizational chart
to show the subsidiaries and affiliated companies for Innventure and Learn CW.
Ownership of Holdco Following the Business Combination, page 12
9.Please disclose the Sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise of all securities, any earnout shares the Sponsor
will receive at closing, etc.
Sources and Uses of Funds for the Business Combination, page 19
10.Please revise here and on page 104  to clarify whether the dollar amounts in the "No
Redemptions Scenario" and "Maximum Redemptions Scenario" tables are in thousands or
some other multiple. Please also revise to either (i) provide more specific disclosure of
the intended uses of funds, as well as the approximate amounts intended to be used for
each such purpose or (ii) explain why you cannot provide such disclosure.
Risk Factors, page 22
11.If the assets in Learn CW Investment Corporation's trust account are securities, including
U.S. Government securities or shares of money market funds registered under the
Investment Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk
that it could be considered to be operating as an unregistered investment company.
Disclose that if Learn CW Investment Corporation is found to  be operating as an
unregistered investment company, it may be required to change its operations, wind down
its operations, or register as an investment company under the  Investment Company Act.
Also include disclosure with respect to the consequences to investors if Learn CW
Investment Corporation is required to wind down its operations as a result of this status,
such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire worthless.
Learn CW and Innventure will incur significant transaction, page 26
12.It appears that underwriting fees remain constant and are not adjusted based
on redemptions. Please revise your disclosure to disclose the effective underwriting fee on
a percentage basis for shares at each redemption level presented in your sensitivity
analysis related to dilution.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 4
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 4
Learn CW may redeem your unexpired warrants, page 35
13.We note your disclosure that you have the ability to redeem outstanding warrants at any
time after they become exercisable and prior to their expiration, at a price of $0.01 per
warrant if, among other things, the Reference Value equals or exceeds $10.00 per share.
Since the exercise price of the warrants is $11.50, please revise the disclosure to clarify
that you could force the warrant holders to:
•exercise their out-of-the-money warrants and pay an exercise price that is above the
market price of the underlying securities;
•sell their warrants at the then-current market price when they might otherwise wish to
hold onto them; or
•accept the nominal redemption price.
Learn CW, Innventure and AeroFlexx have each identified material weaknesses, page 38
14.We note that you have identified material weaknesses in Learn CW's, Innventure's
and AeroFlexx’s and  internal control over financial reporting. Please revise to elaborate
upon the nature of the remediation measures and their implementation status.
If Innventure is deemed to be an investment company, page 48
15.We note your disclosure that Innventure founds, funds and operates companies with a
focus on transformative, sustainable technology solutions acquired or licensed from
MNCs. Please provide us with information and analysis under Section 3 of the Investment
Company Act of 1940 with respect to whether Innventure will be an investment company
within the meaning of the Act. As part of the response please also include an analysis of
any exemptions you rely upon, if applicable, or advise. Please note that we may refer your
response to the Division of Investment Management.
The failure of AFX's suppliers to continue to deliver necessary raw materials, page 50
16.We note your disclosure of AFX's reliance on a limited number of foreign third-party
suppliers, and in some cases sole suppliers, for the raw materials and components used to
manufacture its products. Please revise your disclosure to:
•Identify the parties and describe the raw materials and components they provide; and
•Disclose the material terms of any agreements with such providers, including the
term and termination provisions.

Please file such agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 5
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 5
AFX may not be able to meet applicable regulatory requirements, page 51
17.We note your disclosure that use of AFX’s products in food grade applications is subject
to regulation by the FDA and that AFX will request one or more Letters of No Objection
(LNO) from the FDA. Please advise us of the status of any LNO's requested including any
that have already been approved, the timeframe of any expected future LNO approval and
the products for which approval has been received or sought.
Background of the Business Combination, page 88
18.Please revise your background discussion to:
•Expand your background discussion to provide more detailed disclosure regarding
key negotiation considerations and how they changed over time. Currently the
background disclosure references negotiation topics without appearing to provide
details or explaining their significance or how they may have changed before being
reflected in the proposed business combination. For example, the disclosure states
that the August 17, 2023 LOI included an equity valuation of $500 million, a
contemplated Up-C structure, execution of at least a $75 million equity facility, etc.
However, it is unclear what other key terms were involved. It is unclear how the
milestones for the equity earnout were determined. Revise to provide details,
including quantitative detail, as to how the parties reached the material terms of the
transaction, such as the material components of the merger consideration. Please
identify the original terms, which party proposed the consideration or term, as well as
how and why any terms were revised over time.
•Specifically identify by name the person or persons involved in meetings or
negotiations;
•Describe any discussions about the need to obtain additional financing for the
combined company and the negotiation/marketing processes;
•If the Sponsor and management and affiliates have a track record with SPACs,
balanced disclosure about this record and the outcomes of the prior transactions;
•Describe any discussions about continuing employment or involvement for any
persons affiliated with Learn CW before the merger, any formal or informal
commitment to retain the financial advisors after the merger, and any pre-existing
relationships between the Sponsor and additional investors;
•Describe the negotiation of any contingent payments to be received by Innventure
shareholders; and
•Describe the negotiation of any arrangements whereby any shareholder agrees to
waive its redemption rights.
The LCW Board's Reasons for the Approval, page 96
19.Please discuss the basis for the board determining it was not necessary to obtain a fairness
opinion for the business combination.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 6
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 6
Interests of Learn CW's Directors and Executive Officers in the Business Combination, page 98
20.Please revise here, in the Summary and where appropriate to quantify the aggregate dollar
amount and describe the nature of what the Sponsor and its affiliates have at risk that
depends on completion of a business combination. Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for Learn CW's officers
and directors, if material.
Redemption Rights, page 101
21.We note that certain shareholders agreed to waive their redemption rights. Please
describe any consideration provided in exchange for this agreement. Please update and
make conforming changes where needed.
Learn CW Management's Discussion and Analysis
Underwriting Agreement, page 141
22.You state that "[e]ffective as of September 1, 2023, the underwriters from the IPO
resigned and withdrew from their role in the initial business combination and thereby
waived their entitlement to the deferred underwriting commissions in the amount of
$9,780,500." Please revise your disclosure accordingly to discuss the reasons for the
resignation and forfeiture of fees and any risks to investors. Clarify whether the
underwriter performed any services related to the business combination prior to resigning.
Information About Innventure
Overview, page 151
23.You state on page 151 that Innventure has launched three companies including PureCycle
in late 2015. However, on page xii you state that Innventure is a Delaware limited liability
company that was formed in 2017. Please revise your disclosure here and elsewhere as
appropriate to reconcile these statements.
Closed Loop Partnership Model with Multinational Corporations, page 153
24.You state that "Innventure has significant institutional experience in the
commercialization of disruptive opportunities." Please revise to clarify this statement in
light of the fact that Innventure was formed in 2017 and has currently only formed three
companies.
25.Please explain the meaning of the term "Closed Loop partnership model."

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 February 22, 2024 Page 7
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 7
Accelsius
Growth Strategy, page 165
26.You state that Accelsius is "...in active discussions with multiple ecosystem partners
across the technology space." Please describe the current stage of these discussions and
the estimated timeline of when "Accelsius will deliver kitted NeuCool cooling systems..."
to such partners.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 175
27.Please disclose Innventure's available liquidity as of the most recent practicable date and
specify the approximate amount of f