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          Sidley Austin LLP

          787 Seventh Avenue

          New York, NY 10019

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          AMERICA ● ASIA PACIFIC ● EUROPE

  June 18, 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. 3 to Registration Statement on Form S-4

    Filed June 18, 2024

  File No. 333-276714

  Ladies and Gentlemen:

  On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith Amendment No. 3 (“Amendment No. 3”) 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 May 24, 2024 (the “Letter”). We are also responding to comment number 15 from the Staff’s letter dated January 26, 2024 (the “January 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, with the exception of the response to comment number 15 from the January Letter, which is set forth below as response number 3.

  All page references in the responses set forth below refer to page numbers in Amendment No. 3, unless otherwise noted herein. Capitalized terms
    used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 3.

  Page 2

  Background of the Business Combination, page 90

        1.
        We note your response to prior comment 5. Please revise your background discussion to:

        ●
        Specifically identify who was present at a meeting or negotiation. We note that there are still instances where you do not specifically identify who was present at a meting or negotiation. For example:

        ○
        On page 93 you state that on May 2, 2023, members of Innventure’s management team, led by Mr. Haskell, connected with representatives of Grail Partners on the possibility of a SPAC merger more generally;

        ○
        On page 93 you state that on June 26, 2023, Advisor, Grail Partners and Innventure, including Mr. Haskell, discussed entry into a letter of intent with respect to a potential business combination transaction, which included a discussion of
            structure and preliminary key terms and conditions; and

        ○
        On page 97 you state that between September 6, 2023 and October 5, 2023, representatives of Innventure, led by Mr. Haskell, Learn CW, led by Mr. Hutter and Advisor met numerous times to discuss matters related to Innventure’s inclusion of
            the ESG Fund.

        ●
        Describe any discussions about the need to obtain additional financing for the combined company and the negotiation/marketing processes, or advise. For example, you state on page 100 that on November 10 and 11, 2023, members of the
            Innventure management, Mr. Austrup and Mr. Harper met with Mr. Fisher and Mr. Hutter from the Learn CW management team to discuss capital raising strategies.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 95–102 in Amendment No. 3.

  Interests of Learn CW’s Directors and Executive Officers in the Business Combination, page 103

        2.
        We note your response to prior comment 6. We were unable to find the requested information regarding Learn CW’s officers and directors on the pages indicated in your correspondence. Therefore, please revise here,
            in the Summary and where appropriate to quantify the aggregate dollar amount and describe the nature of what Learn CW’s officers and directors have at risk, if material, 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 Learn CW’s officers and directors are awaiting reimbursement, if applicable, or advise.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages xviii–xix, xxii–xxv, 18, 26 and 106, in
    Amendment No. 3. The Company also respectfully advises the Staff that there are no other securities held by, loans extended by, fees due to or out-of-pocket expenses owed to Learn CW’s officers and directors other than described in Amendment No. 3.

  Page 3

  If Innventure is deemed to be an investment company, page 48

        3.
        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 respectfully submits that Innventure is not, and upon the Closing, will not be, an “investment company” within the meaning of
    the Investment Company Act of 1940 (the “1940 Act”) as further described in the following analysis.

  I. Summary of Facts Underlying the Tonopah Analysis

  In determining whether an issuer is “primarily engaged” in a non-investment company business under Section 3(a)(1)(A) of the 1940 Act, the following factors
    are to be considered: (a) the nature of its present assets; (b) the sources of its income and revenue; (c) the company’s historical development; (d) its public representations of policy; and (e) the activities of its officers and directors.1

  This part “II” includes a brief summary of the Innventure-related facts that are relevant to an analysis of Innventure under Section 3(a)(1)(A). Additional
    details are provided in the expanded analysis in part “V.A.” below.

  (i) Nature of Assets

  Innventure is primarily engaged in the business of acquiring new intellectual property from multi-national corporations (“MNCs”) and creating new entities
    (“Operating Companies”) which operate and utilize the intellectual property, with funding and management support from Innventure. Innventure’s current principal assets consist of its equity ownership interests in two Operating Companies, AeroFlexx
    Packaging Company, LLC (“AFX”) and Accelsius, LLC (“ACC”; AFX and ACC are sometimes hereinafter collectively referred to as the “Innventure Companies”), each of which are early-stage Operating Companies that have not commenced revenue-generating
    operations.

  AFX manufactures flexible pouches and rigid bottles for use by consumer packaged goods companies. As of March 31, 2024, Innventure has a 34.0% economic
    interest in AFX and a 34.5% voting interest.

  1 In the Matter of The Tonopah Mining
      Company of Nevada, 26 SEC 426 (1947) (“Tonopah”), https://fingfx.thomsonreuters.com/gfx/legaldocs/jnpwewmqjpw/frankel-spac40Act--tonopah.pdf.

  Page 4

  Innventure believes that its direct ownership interest in AFX affords it such rights as to constitute that interest to not be a security (e.g.,
    overlapping boards, the CEO of AFX being an Innventure employee, Innventure’s significant access to financial information concerning AFX, among other things). If Innventure’s ownership interest in AFX is treated as a security, then 83.3% of the value
    of Innventure’s total assets could be deemed to be securities for purposes of Section 3(a)(1)(A). If the ownership interest is not treated as a security, that percentage is 30.6%.2

  ACC develops a “direct-to-chip” liquid cooling solution for use in data centers. As of March 31, 2024, Innventure directly owns 61.3% of the economic
    interests and 84.5% of the voting interests in ACC.

  (ii) Sources of Income and Revenue

  Innventure has had net operating losses each year since inception. By way of example, for fiscal 2023, on a consolidated basis with Innventure GP, LLC
    (“IGP”) and Innventure Management Services, LLC (“IMS”), Innventure had a net operating loss of $13.3 million and total operating expenses of $14.5 million. However, Innventure had net investment income of $172,384.06 for the year ended 12/31/23,
    derived from two sources: (i) $129,384.06, which consisted of interest earned on idle cash maintained in a bank money market account and short-term CDs and (ii) $43,000 generated from the sale by Innventure of some of its shares in one of its earliest
    Operating Companies, Purecycle Technologies, Inc. (“PCT”).3 For Q1 2024, Innventure had a
    net operating loss of $6.4 million and total operating expenses of $6.7 million. Innventure had $1,118.84 in interest earned on idle cash maintained in short-term CDs, and zero sales of any investments in Operating Companies.

  Innventure believes that the purpose of the Tonopah income factor is to facilitate an understanding of the primary nature of a company’s business, and
    hence, the focus of the analysis should be, where there is no net income as is the case here, on a comparison of Innventure’s operating expenses and its investment expenses. The following table sets forth a comparison of total operating expenses
    compared to total investment expenses for the fiscal year ended 12/31/23 (bearing in mind that the operations of Innventure remained substantially consistent during the first quarter of 2024):

        Total Operating Expenses for Fiscal 2023
        Total Investment Expenses for Fiscal 2023

        $14.5 million (e.g., payroll related costs, consulting
          fees paid to third parties, legal fees, and other professional services purchased from third parties).

          <$100 (commission relating to the sale of the PCT shares)

          OR

          $665,100 (which is $665,0004 (if the original basis of the PCT shares is deemed an investment expense) + <$100 (commission relating to the sale of PCT shares))

  2 As explained further
    below, because of the relatively large difference in fair values as between Innventure’s interest in AFX ($21 million) and ACC ($70 million), and the non-consolidating operation of Section 3(a)(1)(C), the “security” vs “non-security” characterization
    of Innventure’s interest in AFX is not a determinative factor for purposes of Section 3(a)(1)(C). In other words, as described in part “V.B.” below, Innventure’s investment security total is below 40% for purposes of Section 3(a)(1)(C) regardless of
    how its interest in AFX is characterized.

  3 Detailed information
    about the reasoning underlying Innventure’s acquisition of the PCT shares (now a public company in which Innventure owns less than 2% of the shares), can be found in part “V.A.(ii)” below.

  4 While it is the case
    that Innventure owns approximately 2.4 million shares of PCT (valued as set forth below at $14,874,141.02 as of March 31, 2024), as described in part “V.A.(ii)” below, Innventure does not view expenses that were incurred in connection with the
    acquisition or holding of those shares to be “investment expenses.” Part “V.A.(ii)” below also describes Innventure’s arrangements to acquire an additional approximately 475,000 PCT shares from certain related parties and its lack of investment intent
    with respect to same.

  Page 5

  Notwithstanding the fact that Innventure obtained net investment income in 2023, its intention for the future is that its primary source of revenues will be
    from the business operations of Operating Companies such as AFX and ACC, rather than from investment income.

  (iii) Historical Development

  Since its inception in 2015,5 Innventure has been engaged in the business of acquiring and commercializing intellectual property through newly-formed subsidiary entities. Historically, the Innventure model called for Innventure to own and
    operate the Operating Companies and to maintain control of them at least through early scaling, with exits targeted for five years after the inception of each of the subsidiary entities (e.g., through a sale, initial public offering, or merger,
    including a merger with a special purpose acquisition company). As part of its new “Disruptive Conglomerate” model developed in 2023, Innventure intends to retain majority (or sole) ownership of the Operating Companies indefinitely.6

  (iv) Public Representations of Policy

  Innventure has consistently represented in marketing materials and on its website that it is engaged in the business of acquiring and commercializing
    intellectual property through newly-formed entities. Innventure has never held, and does not now hold, itself out to others as an investment company within the meaning of the 1940 Act or as engaging in the business of investing, reinvesting, owning,
    holding, or trading in securities. In its marketing materials and on the Innventure website, prior to January 26, 2024, Innventure did depict its model as contemplating the disposition of its interests in each Operating Company within five years of
    formation. While Innventure would not necessarily view that sort of disclosure as necessarily “holding out” as an investment company, Innventure has eliminated that concept from its public communications since those representations do not match the
    business model it adopted in 2023 (i.e., the “Disruptive Conglomerate” model), under which Innventure intends to retain majority (or sole) ownership of the Operating Companies indefinitely.

  5 Innventure was founded
    in 2015 and currently operates its business as a Delaware limited liability company that was formed in 2017.

  6 While a sale or other disposition of one
    or more Operating Companies could occur in the future, exit transactions are not expected to be a factor in the business plans for Operating Companies.

  Page 6

  (v) Activities of Officers and Directors

  As of March 31, 2024, Innventure had 27 individuals on its payroll (18 employees and 9 contractors). General job functions for its personnel include:
    marketing (2); business development (6); operations (2); finance (4.5); capital markets (3.5); DownSelect (i.e., Innventure’s product selection process) (6); human resources (1); legal (1); and Innventure’s CEO (1). Only 2 of the
    above-referenced 27 individuals spend any time at all on matters relating to the management of Innventure’s securities holdings7 (e.g., cash management as part of their accounting/finance roles) and for those 2 persons, such activities constitute only a nominal percentage of their worktime.

  II. Additional Background Information Relevant to 1940 Act Status Analysis

  As discussed in more detail below, we respectfully submit that Innventure is not, and, upon the closing of the deSPACing Transaction, will not be, an
    “investment company” within the meaning of the 1940 Act.

  Innventure is a privately held Delaware limited liability company that engages in the business (the “Business”) of founding, funding, and operating
    Operating Companies that focus on transformative, sustainable technology solutions acquired or licensed from MNCs. Innventure acts as the owner-operator of each Operating Company, each of which takes what it believes to be a breakthrough technology
    from early evaluation to scaled commercialization. Innventure utilizes an approach designed to help mitigate risk as it builds disruptive companies that it believes have the potential to achieve a target enterprise value of