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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

    August 8, 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. 4 to Registration Statement on Form S-4

                  Filed July 24, 2024

                File No. 333-276714

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith Amendment No. 5 (“Amendment No. 5”) to the above-referenced Registration
      Statement on Form S-4 (the “Registration Statement”) via the Commission’s (as defined below) 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 August 1, 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. 5, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 5.

         Page 2

    General

              1.

              In your response letter dated June 18, 2024, you provided a response to our prior comment asking you to 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. This comment as well as all of the following under “General”
                relate to such response. We note that Innventure’s “disruptive conglomerate” business model was “developed in 2023” and revisions to Innventure’s website (to remove reference to “exits from the new Operating Companies via trade sale or IPO
                to support accelerated scaling and Investor ROIC”) were made on January 26, 2024, such that Innventure “no longer describes exit transactions as a principal focus of the Business.” Please supplement your analysis of Innventure’s “historical
                development” to address the implications to Innventure’s analysis of its recent change in business focus, including why its very recent emphasis on accelerated scaling with “exit transactions… a principal focus of the Business” does not
                tend to indicate that Innventure was primarily engaged in the business of investing in securities. In this regard, we note your conclusion that “Innventure would not fit the [description of a special situation investment company], since it
                does not engage in a pattern of acquiring securities….” In your response, please (i) describe whether you have concluded that Innventure’s previous “principal focus” on exit transactions could not indicate that Innventure is (or was) a
                special situation investment company simply because Innventure appears to have acquired and deposited intellectual property in companies that Innventure apparently formed itself (instead of acquiring companies that already held such assets)
                and (ii) cite to any supporting legal authority.

    Response:  The Company respectfully acknowledges the Staff’s comment and wishes to note that all references to Innventure’s current business model make clear that exit transactions are not expected to be a factor:
        “While a sale or other disposition of one or more of our companies could occur in the future, exit transactions are not expected to be a factor in the business plans for Operating Companies.” (emphasis added).  Amendment No. 5 pages 4, 160, 165, and 179. We reference the foregoing for purposes of clarification because the language the Staff quoted above omitted the word “not.” Below please find a response to the Staff’s comment.

              A.

              Historical Development

    First, by way of introduction (and as described in more detail in our comment response letter of June 18, 2024 (the “6/18/24 Response
        Letter”), Tonopah Mining1 sets out the factors for determining a company’s primary engagement under Section
      3(a)(1)(A), which include: (i) the nature of its present assets; (ii) the sources of its income and revenue; (iii) the company’s historical development; (iv) its public representations of policy; and (v) the activities of its officers and directors.2 Of these factors, the most significant are the nature of a company’s assets and the sources of a company’s income. If no more than 45% of a company’s assets are invested
      in securities, and if no more than 45% of a company’s income is derived from securities, a strong argument can be made that its primary business is not the business of investing in securities. If the company fails one or both of the foregoing
      objective numerical tests (i.e., assets or income), then all the facts and circumstances (including the factors listed above) will be examined in determining the company’s primary engagement.3

      1 In the Matter of The Tonopah Mining Company of Nevada, 26 SEC 426 (1947)
        (“Tonopah”).

      2  Id.

      3  See, Certain Prima Facie Investment Companies, SEC Release No. 10937 (Nov.
        13, 1979) (the “Rule 3a-1 Proposing Release”).

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    In light of Innventure’s position (set out in detail in the 6/18/24 Response Letter) that it does not fail the asset test or the income test of Tonopah, Innventure respectfully submits that the “historical development” factor should have no bearing on the status analysis of Innventure under Section 3(a)(1)(A).

    Second, Innventure believes that even if one were required to consider the “historical development” factor against the backdrop of the National Presto4 decision, the result would be that the “historical development” factor would be given little or
      no weight in the analysis. In that case, the Court focused on the perspective of a company’s investors and said that “… what principally matters is the beliefs the company is likely to induce in investors. Will its portfolio and activities lead
      investors to treat a firm as an investment vehicle or as an operating enterprise?” The Court’s assessment in National Presto was that “[r]easonable investors would treat Presto as an operating company rather
      than a competitor with a closed-end mutual fund…” and it declared National Presto (a manufacturer and seller of consumer goods and munitions) to not be an investment company.  Notably, National Presto was a public company and the Court’s focus on
      investor perception of the business of National Presto appears to have been market based. This is notable in that Innventure has, since inception, been a private company. We respectfully submit that, as in National
        Presto, the focus should be on perceptions that investors will form of Innventure as a public company and based on then publicly available market information.

    Following the Business Combination, Innventure will be a public company and potential investors will be relying on market information, and the description
      of Innventure as employing a “Disruptive Conglomerate Model,” to determine whether to invest.  As all publicly available information will reflect Innventure’s “Disruptive Conglomerate Model,” Innventure’s historical development will be even less
      relevant a factor to investor purchase decisions. Investors acquiring securities of Innventure in its public offering are most likely to view Innventure as a builder and operator of companies, and not as an investment company given Innventure’s
      stated intention to retain majority (or sole) ownership of its Operating Companies.

    Third, in assessing the historical development factor of Tonopah Mining, it is relevant to also assess
      Innventure’s actual historical development as opposed to how it initially depicted its aspirations. In other words, while it is the case that Innventure discussed exit transactions in materials provided to its investors, it was and remains a
      development stage company and, in that regard, its actual history (i.e., its “historical development”) has been consistent in that it has always focused on the business of acquiring new intellectual property
      from multi-national corporations and creating new entities which operate and utilize the intellectual property, with funding and management support from Innventure. In that regard, its historical development has been consistent with its present
      utilization of the Disruptive Conglomerate Model. While it is the case that there have been dispositions of shares in two companies (PCT and AFX), those dispositions should not be seen as a detracting from Innventure’s consistent historical
      development of its business as described above.

      4 SEC v National Presto Industries, Inc., 486 F.3d 305 (2007) (“National Presto”);

    https://caselaw.findlaw.com/court/us-7th-circuit/1182227.html

         Page 4

    PCT was itself involved in PIPE transactions and a deSPAC and is now a public company.  As a result of these transaction, Innventure gave up its control of
      PCT and did not receive a cash windfall, merely a continued ownership in a, now public, PCT. In fact, the cash raised was retained by PCT and used to fund its operations. Admittedly, the reduction of Innventure’s interest in PCT was not in line with
      the aspect of the new Disruptive Conglomerate model regarding share retention. However, Innventure maintains that the transactions whereby Innventure reduced its ownership percentage in PCT should not be seen as a pattern that represents Innventure’s
      development (i.e., transactions with regard to a single Operating Company do not a pattern make).  An analysis of Innventure’s handling of its interest in AFX makes clear that the PCT transactions should be
      viewed in isolation.

    AFX, like PCT, was formed by Innventure (not purchased). As AFX sold shares to third parties, Innventure retained “control” (e.g., at least 25% of the voting securities) following the transactions, and the proceeds of the sales were used exclusively to finance the continued operations of AFX. Innventure has not sold shares of AFX and has not received a
      profit windfall from AFX’s sales of its shares. The SEC has previously positively viewed sales of interests by a company (consistently involved in a non-investment business) in controlled companies, where control was retained, and the proceeds were
      used to finance the operations of the issuer whose shares were sold or the operations of other affiliated controlled companies.5

              B.

              Special Situation Investment Company

    We now address the Staff’s questions about “special situation investment companies.”  The term “special situation investment company” is not defined in the 1940 Act nor is it
      defined in any Commission rule under the 1940 Act.6 Rule 3a-1 refers to the term but does not define “special situation investment company.” In the Rule 3a-1 Proposing
      Release, the Commission noted that a special situation investment company generally is a company that secures control of other companies primarily for the purpose of making a profit in the sale of the controlled companies’ securities.7 Typically, a special situation investment company will invest in shares of publicly traded operating companies to facilitate the resale of such shares at a quick profit.8 By contrast, Innventure exclusively forms new operating companies which are neither listed nor publicly traded and holds interests therein for a substantial period of
      time. The circumstances where any interests in PCT and AFX have been disposed of are addressed above. As noted above, “quick profit” was not the motive or the result.

      5  In the Matter of Frobisher Limited (March 30, 1948) 1948 SEC LEXIS 65, 27 S.E.C. 944 (“Frobisher”), cited by the SEC in the Rule 3a-1 Proposing Release.
      6 See, Investment Company Act of 1940; Hearings on S. 3580 Before a Subcommittee of the Senate Committee. on Banking & Currency, 76th Cong., 3d Sess. pt. 1 at 234 (1940) (statement of David Schenker, Chief Counsel, Securities and
        Exchange Commission).

      7 See, Rule 3a-1 Proposing Release.

      8 Bankers Securities Corp. v. SEC, 146 F.2d 88, 91 (3rd Cir. 1944).

         Page 5

    The Frobisher precedent mentioned above is also important in regards to the question of special situation investment company status.
      In that matter, the SEC determined that sales of interests in a controlled company, where control was retained and the proceeds of the sales were used to finance the operations of the issuer whose shares were sold, or its commonly controlled
      affiliates were not indicative of “special situation investment company status.”9 Another useful item of precedent is the no-action letter issued to Entrepreneurial Assistance Group.10 In that no-action letter, the Staff supported an issuer’s position that it was not a special
      situation investment company where the issuer’s proposed business was focused on: (i) acquiring majority equity interests in non-listed privately held operating companies, where (ii) the acquiring company proposed to support the acquired businesses
      with management oversight and related services, and where (iii) the acquiring company proposed to hold the acquired businesses for at least two years prior to any resale thereof. We note that Innventure intends to maintain a controlling interest in
      AFX and, beginning with its interest in ACC and going forward, Innventure intends to maintain at least majority equity interests in ACC and future operating companies, that it will lend meaningful management and related services to those companies,
      and intends to continue to control them.

    While we are aware of no direct specific legal authority for the proposition that a company that forms entities, rather than acquires them is any less likely to be viewed as a
      special situation investment company, there is analogous guidance which is tied to the specific wording of Section 3(a)(1)(A) itself. Specifically, Section 3(a)(1)(A) focuses on companies that ‘invest, reinvest or
        trade’ in securities, rather than focusing on companies that invest, reinvest, own, hold or trade in securities as in the case with Section 3(a)(1)(C). To put it a different way, to fall within the definition of an investment company under Section
        3(a)(1)(A), it is not enough for an issuer to simply own securities. Rather, it must invest or reinvest in, or trade them. Among the three terms included in the Section 3(a)(1)(A) predicate language (i.e., “investing, reinvesting or trading”), “investing” is the only one among them that appears relevant for analysis in the context of Innventure. The term “investing” is not defined in the
        1940 Act, and, as a result, it “must be given its normal meaning, i.e., to put out money at risk in the hope of gain.”11 The fundamental question would appear to be whether the issuer has made an investment in a security in the hope of obtaining gain.
        The foregoing is why, by analogy, the fact that Innventure creates its operating companies, rather than acqu