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                SIDLEY AUSTIN LLP

                787 SEVENTH AVENUE

                NEW YORK, NY 10019

                +1 212 839 5300

                +1 212 839 5599 FAX

                AMERICA  •  ASIA PACIFIC  •  EUROPE

    April 12, 2024

    VIA EDGAR SUBMISSION

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

              Attn:

              William Demarest

                Wilson Lee

                Robert Arzonetti

                Susan Block

              Re:

              Learn SPAC HoldCo, Inc.

                Amendment No. 1 to Registration Statement on Form S-4

                  Filed April 12, 2024

                File No. 333-276714

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration
      Statement on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
      “Commission”) contained in the Staff’s letter dated February 22, 2024 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

    The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers
      in Amendment No. 1, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

    Amendment No. 1 to Registration on Form S-4

          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.

    Response:  The Company acknowledges the Staff’s
        comment and respectfully advises the Staff that the Sponsor will not purchase private placement warrants in a transaction that will close simultaneously with the closing of the initial business combination.  The Company has removed this disclosure
        accordingly on page 151 of Amendment No. 1.

     Page 2

              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.

    Response:  The Company acknowledges the Staff's
        comment and has revised its disclosures on pages 3, 4, 165, and 170 of Amendment No. 1 to provide further detail regarding the current stage of operations and development of Innventure's portfolio companies, AeroFlexx and Accelsius.

              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.

    Response:  The Company acknowledges the Staff’s
        comment and has revised its disclosures on pages 3, 155, 161 and 174 of Amendment No. 1 to clarify that, as of December 31, 2023, Innventure owns less than 2% of PureCycle.

              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.

    Response:  The Company acknowledges the Staff’s
        comment and respectfully advises the Staff that none of Learn CW’s executive officers or directors have received any compensation for services rendered to Learn CW. The Company has revised its disclosure on page 154 of Amendment No. 1.

       Page 3

              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.

    Response:  The Company acknowledges the Staff’s
        comment and respectfully advises the Staff that the Sponsor is owned by three members, the two largest of which are CWAM Investors LLC and Learn Capital, LLC.  Each of Adam Fisher and Alan Howard (indirectly through their respective investment
        vehicles) is a member of CWAM Investors LLC.  Robert Hutter is the sole member of Learn Capital, LLC.  The non-member manager of the Sponsor is ABF Manager LLC.  Mr. Fisher is the sole member of ABF Manager LLC.  Messrs. Hutter and Fisher are
        citizens of the United States of America.  Mr. Howard is a citizen of the United Kingdom.  The Company has accordingly revised its disclosure on pages 39–40  of Amendment No. 1 to include risk factor disclosure.

    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.

    Response:  The Company acknowledges the Staff’s
        comment and has revised its disclosure on pages xviii–xix, xxii–xxv, and 106–107 of Amendment No. 1.

    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.

    Response: The Company acknowledges the Staff’s comment and
        respectfully advises the Staff that the Sponsor and Learn CW’s directors, officers, or advisors do not plan to purchase shares in the open market. The Company has revised its disclosures accordingly on pages xxvii, 19, 26 and 104 of Amendment No.
        1.

     Page 4

    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.

    Response: The Company
        acknowledges the Staff's comment and has revised its organizational charts and related narrative disclosures on pages 1 and 156 of Amendment No. 1 to incorporate additional detail regarding the current ownership levels of the entities, as well as
        the anticipated ownership levels of the entities immediately after the closing of the proposed Business Combination. The Company has also revised its post-closing organizational chart on page 2 of Amendment No. 1 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.

    Response: The Company acknowledges the Staff’s
        comment and has revised its disclosures on pages xviii, xix, 14, and 107 of Amendment No. 1.

    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.

    Response: The Company
        acknowledges the Staff’s comment and has revised its disclosure on pages 21 and 108 of Amendment No. 1 to provide more specific disclosure of the intended uses of funds. The Company will further update this disclosure to provide any additional
        details if practicable in future amendments.

     Page 5

    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.

    Response:  The Company
        acknowledges the Staff’s comment and has revised its disclosures accordingly on pages 30 and 31 of Amendment No. 1.

    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.

    Response: The Company
        acknowledges the Staff’s comment and respectfully advises the Staff that effective as of September 1, 2023, the underwriters from the initial public offering of Learn CW Investment Corporation have waived their entitlement to the deferred
        underwriting commissions. The Company has revised its disclosure accordingly on page 28 of Amendment No. 1.

    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.

    Response: The Company
        acknowledges the Staff’s comment and has revised its disclosure on page 37 of Amendment No. 1.

     Page 6

    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.

    Response: The Company
        acknowledges the Staff’s comment and has revised its disclosure on pages 41 and 42 of Amendment No. 1 to elaborate on the nature and status of anticipated remediation measures.

    Further, the disclosure no longer references AeroFlexx’s material weaknesses as it was determined that AeroFlexx’s material weakness
      did not impact Innventure’s financial statements. Therefore, it was determined that AeroFlexx’s material weakness would likewise not be expected to have an impact on the Company’s historical financial statements or on the Company’s ability to timely
      or accurately report its financial condition or results of operations following the consummation of the Business Combination.

    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.

    Response: The Company
        ackno