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 Document Innventure, Inc. 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 April 21, 2025 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Innventure, Inc. Registration Statement on Form S-1 File No. 333-286558 Ladies and Gentlemen: Innventure, Inc. (the “ Company ”) respectfully requests under Rule 461 promulgated under the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) be accelerated to 4:00 p.m. Eastern time on April 23, 2025, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, the Company respectfully requests that you confirm that event with Thomas L. Short of Jones Day by a telephone call to (404) 581-8363. Please contact Thomas L. Short of Jones Day at (404) 581-8363 if you have any questions concerning the foregoing. Thank you for your attention to this matter. Very truly yours, INNVENTURE, INC. By: /s/ Suzanne Niemeyer Name: Suzanne Niemeyer Title: General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Gregory W. Haskell
Chief Executive Officer
Innventure, Inc.
6900 Tavistock Lakes Blvd, Suite 400
Orlando, FL 32827

 Re: Innventure, Inc.
 Registration Statement on Form S-1
 Filed April 15, 2025
 File No. 333-286558
Dear Gregory W. Haskell:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joel T. May
</TEXT>
</DOCUMENT>

November 8, 2024
Gregory Haskell
Chief Executive Officer
Innventure, Inc.
6900 Tavistock Lakes Blvd, Suite 400
Orlando, FL 32827
Re:Innventure, Inc.
Registration Statement on Form S-1
Filed November 4, 2024
File No. 333-282971
Dear Gregory Haskell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Thomas Short, Esq.

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Document

Innventure, Inc.

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

November 8, 2024

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Innventure, Inc.

 Registration Statement on Form S-1

 File No. 333-282971

Ladies and Gentlemen:

Innventure, Inc. (the “Company”) respectfully requests under Rule 461 promulgated under the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to 4:00 p.m. Eastern time on November 12, 2024, or as soon thereafter as practicable.  Once the Registration Statement has been declared effective, the Company respectfully requests that you confirm that event with Thomas L. Short of Jones Day by a telephone call to (404) 581-8363.

Please contact Thomas L. Short of Jones Day at (404) 581-8363 if you have any questions concerning the foregoing. Thank you for your attention to this matter.

Very truly yours,

INNVENTURE, INC.

By:

 /s/ Suzanne Niemeyer

Name: Suzanne Niemeyer

Title:  General Counsel

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      Learn SPAC HoldCo, Inc.

    11755 Wilshire Blvd.

    Suite 2320

    Los Angeles, California 90025

    September 9, 2024

    VIA EDGAR SUBMISSION

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Robert Arzonetti

            Susan Block

             RE:

            Learn SPAC HoldCo, Inc.

            Registration Statement on Form S-4 (the “Registration Statement”)

            File No. 333-276714

    Ladies and Gentlemen:

    The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the
      effectiveness of the above-referenced Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. Eastern time on September 10, 2024, or as soon thereafter as practicable.

    Please contact John Stribling of Sidley Austin LLP at (713) 495-4673 with any questions regarding the foregoing and to confirm the
      effectiveness of the Registration Statement.

            Very truly yours,

            LEARN SPAC HOLDCO, INC.

            By:

            /s/ Robert Hutter

            Name:

            Robert Hutter

            Title:

            President

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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

    September 5, 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.

            (File No. 333-276714)

            Response to Letter, dated as of September 5, 2024

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith a response to the comment 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 September 5, 2024 (the “Letter”). For ease of reference, the numbered paragraph below corresponds to the numbered comment in the Letter, with the Staff’s comment presented in bold
      font type.  The response below follows the sequentially numbered comment from the Letter.

    General

          1.

            The staff of the Division of Investment Management has informed us that it has no further comments regarding the Investment Company Act status analyses presented in your correspondence, but it wishes to remind
              you that it does not necessarily agree or disagree with certain aspects of the analysis presented in your responses regarding Innventure’s Investment Company Act status, including but not necessarily limited to (i) your views with respect to
              the activities not encompassed within the term “investing” as that term is used in section 3(a)(1)(A) and (ii) your characterization of certain assets as non-securities.  Please acknowledge your understanding of the foregoing in your response
              letter.

    Response:  The Company respectfully acknowledges its understanding of the Comment.

    Page 2

    If you have any questions regarding the foregoing, please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.

            Sincerely,

            /s/ David Ni

            David Ni

            Sidley Austin LLP

            cc:

            Robert Hutter, Learn SPAC HoldCo, Inc.

            Josh DuClos, Sidley Austin LLP

            John Stribling, Sidley Austin LLP

            Joel May, Jones Day

            Thomas Short, Jones Day

September 5, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 6 to Registration Statement on Form S-4
Filed August 29, 2024
File No. 333-276714
Dear Robert J. Hutter:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our August 27, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-4
General
1.The staff of the Division of Investment Management has informed us that it has no further
comments regarding the Investment Company Act status analyses presented in your
correspondence, but it wishes to remind you that it does not necessarily agree or disagree
with certain aspects of the analysis presented in your responses regarding Innventure’s
Investment Company Act status, including but not necessarily limited to (i) your views
with respect to the activities not encompassed within the term “investing” as that term is
used in section 3(a)(1)(A) and (ii) your characterization of certain assets as non-securities.
Please acknowledge your understanding of the foregoing in your response letter.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please

September 5, 2024
Page 2
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John W. Stribling

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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 28, 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. 5 to Registration Statement on Form S-4

    Filed August 9, 2024

    File No. 333-276714

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith Amendment No. 6 (“Amendment No. 6”) 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 August 27, 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. 6, unless otherwise noted
      herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 6.

    General

          1.

            We note your response to prior comments 9 and 11, including your representations that the value of Innventure’s interest in ACC was “estimated based on extrapolating the approximate fair value of [ACC] utilized
              as part of its most recent equity offering…”  Please confirm that such valuations used for purposes of your analysis of Innventure’s status under section 3 of the Investment Company Act of 1940 are consistent with section 2(a)(41) thereunder.

    Response: The Company respectfully acknowledges the Staff’s comment and confirms that the valuations used for purposes of the analysis of Innventure’s status
      under section 3 of the Investment Company Act are consistent with Section 2(a)(41) thereunder.

    Page 2

          2.

            To the extent Innventure is relying on Rule 3a-2, please (i) supplement the analysis presented in your August 8, 2024 letter to provide a detailed legal analysis addressing whether the date on which Innventure
              entered into the business combination agreement is the date on which the time period contemplated in Rule 3a-2(b) began and (ii) supplement your disclosure to address in detail Innventure’s reliance on the rule.  In addition, to the extent
              Innventure proposes to rely on Rule 3a-2, we will continue to consider responses addressing your reliance on that rule and may have further comments.

    Response: The Company respectfully acknowledges the Staff’s comment and asserts that Innventure is not relying on Rule 3a-2 currently, and does not intend to
      rely on Rule 3a-2 upon the effectiveness of the Registration Statement or upon the Closing of the Business Combination. Therefore, no additional information is provided in connection with this Comment.

    Risk Factors

    Risks Related to Innventure’s Business, page 52

          3.

            Please revise your risk factor disclosure to specifically describe: (i) Innventure’s position with respect to the non-security status of its interests in AFX, including relevant considerations in such analysis;
              and (ii) the risk that Innventure could be deemed to be an investment company under the test set out in section 3 should the AFX interests be deemed to be securities.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 52-54 of Amendment No. 6.

    If you have any questions regarding the foregoing or Amendments No. 1, 2, 3, 4 or 5, please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.

            Sincerely,

          /s/ David Ni

            David Ni

            Sidley Austin LLP

              cc:

              Robert Hutter, Learn SPAC HoldCo, Inc.

    Josh DuClos, Sidley Austin LLP

    John Stribling, Sidley Austin LLP

    Joel May, Jones Day

    Thomas Short, Jones Day

August 27, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed August 8, 2024
File No. 333-276714
Dear Robert J. Hutter:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 1, 2024 letter.
Amendment No. 5 to the Registration Statement on Form S-4
General
1.We note your response to prior comments 9 and 11, including your representations that
the value of Innventure’s interest in ACC was “estimated based on extrapolating the
approximate fair value of [ACC] utilized as part of its most recent equity offering….”
Please confirm that such valuations used for purposes of your analysis of Innventure’s
status under section 3 of the Investment Company Act of 1940 are consistent with section
2(a)(41) thereunder.
To the extent Innventure is relying on Rule 3a-2, please (i) supplement the analysis
presented in your August 8, 2024 letter to provide a detailed legal analysis addressing
whether the date on which Innventure entered into the business combination agreement is
the date on which the time period contemplated in Rule 3a-2(b) began and (ii) supplement 2.

August 27, 2024
Page 2
your disclosure to address in detail Innventure’s reliance on the rule. In addition, to the
extent Innventure proposes to rely on Rule 3a-2, we will continue to consider responses
addressing your reliance on that rule and may have further comments.
Risk Factors
Risks Related to Innventure's Business, page 52
3.Please revise your risk factor disclosure to specifically describe: (i) Innventure’s position
with respect to the non-security status of its interests in AFX, including relevant
considerations in such analysis; and (ii) the risk that Innventure could be deemed to be an
investment company under the test set out in section 3 should the AFX interests deemed
to be securities.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John W. Stribling

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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 9, 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.

    Registration Statement on Form S-4

    File No. 333-276714

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we are transmitting this letter in connection with 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 oral comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received on August 7, 2024, requesting certain
      additional information from the Company.

    Response: Innventure appreciates the opportunity to respond to the Staff’s comment on this point.

    As an initial matter, and as mentioned in the comment response letter of June 18, 2024 (the “6/18/24 Response Letter”), although Innventure does not view itself as an “investment company” under
      Section 3(a)(1) and, in any event, other exceptions, exemptions, and exclusions from the definition of “investment company” may apply. Further, Innventure currently satisfies, and through the effective date of the Registration Statement, expects to
      satisfy, the requirements to rely upon Section 3(c)(1) of the 1940 Act (i.e., reliance on Section 3(c)(1) is its current back-up position). In addition, Innventure is not and, upon the effective date of the
      Registration Statement, will not be, an “investment company” within the meaning of Section 3(a)(1) of the 1940 Act, and, following the effective date of the Registration Statement and going forward, Innventure intends to take additional steps to
      further bolster its operating business and, by extension, the position that it is not an “investment company” within the meaning of 1940 Act Section 3(a)(1). Innventure also said in the 6/18/24 Response Letter that, while it does not believe it to be
      necessary, if requested by the Commission, Innventure will rely on 1940 Act Rule 3a-2 during the 12 months following the effective date of the Registration Statement.

    Page 2

    Though not requested by the Commission or its Staff, Innventure intends to rely on 1940 Act Rule 3a-2 during the 12 months following the effective date of the Registration Statement.

    A. 1940 Act Rule 3a-2 in General

    1940 Act Rule 3a-2 is a safe harbor that deems transient investment companies not to be investment companies under Sections 3(a)(1)(A) and 3(a)(1)(C) of the 1940 Act for a period not to exceed one
      year, provided that certain specified conditions are satisfied. Rule 3a-2(a) requires any issuer that relies on the rule to have a bona fide intent to be engaged primarily, as soon as is reasonably possible within the one-year time period, in a
      business other than that of investing, reinvesting, owning, holding, or trading in securities. This intent must be evidenced by the issuer’s business activities as well as an appropriate resolution of the issuer’s board of directors. The purpose of
      Rule 3a-2 is to temporarily relieve certain issuers that are in transition to a non-investment company business from regulation under the 1940 Act.1

    Rule 3a-2(b) establishes the triggering date for the one year time period under the Rule. It provides that the one year time period (the “Rule 3a-2 Period”) begins on the first to occur of: (1) The
      date on which an issuer owns securities and/or cash having a value exceeding 50 percent of the value of such issuer’s total assets on either a consolidated or unconsolidated basis; or (2) The date on which an issuer owns or proposes to acquire
      “investment securities” having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

    Rule 3a-2(c) provides that Rule 3a-2 cannot be relied upon more than once every 3 years.

    B. The Applicability of Rule 3a-2 to Innventure

    Innventure reiterates that it does not believe that it is, or following the effective date of the Registration Statement or the closing of the deSPAC Transaction will be, an investment company within
      the meaning of Section 3(a)(1) of the 1940 Act. However, Innventure seeks to rely on Rule 3a-2 during the 12 months following the effective date of the Registration Statement as a belts and suspenders measure.

    1 See, Commission No-Action Letter, OnePoint Communications Corp. and OnePoint (June

      12, 1998) (“OnePoint”) https://www.sec.gov/divisions/investment/noaction/1998/onepointcommunication061298.pdf

    Page 3

          (i)

            Events for which Rule 3a-2 can be relied upon.

    Innventure is not aware of any precedent that would call into doubt the availability of Rule 3a-2 for a company in circumstances similar to that of Innventure. In fact, in the 1998 OnePoint no-action letter,2 the Staff’s expressed the view that Rule 3a-2 can be utilized by a start-up company transitioning from
      reliance on Section 3(c)(1) to a business other than that of investing, reinvesting, owning, holding, or trading in securities.3 Therefore, if, hypothetically,
      Innventure, itself a company seeking to go public and undertake a transformative transaction, needed to actually rely on Section 3(c)(1) today (rather than using it as a back-up position as it currently does), the OnePoint
      letter would certainly support that position. In fact, the Staff has made clear its belief that, in adopting the Rule, the Commission did not intend to limit the circumstances under which Rule 3a-2 could be utilized in the context of fulfilling the
      purposes of the Rule (i.e., relieving certain issuers that are in transition to a non-investment company business from the registration and other requirements of the 1940 Act).4 In further support of the foregoing, the Staff expressed its belief that:

    …consistent with the wording of rule 3a-2, the Commission intended only to provide examples of why an issuer would need to rely on rule 3a-2 drawn from the staff no-action letters that had preceded
      the adoption of the rule. The staff further believes that the Commission did not intend to limit the circumstances under which an issuer could rely on rule 3a-2 to the examples in the releases proposing and adopting the rule.5

    Finally, in further support, and as further discussed below regarding the timing of the start of the “3a-2 Period,” the Staff has made clear that Rule 3a-2 should be available to “…issuers that have
      a bona fide intent to be engaged primarily in a non-investment company business, regardless of whether they operate directly or through a holding company structure.”6

          (ii)

            Start Date of the 3a-2 Period

    As noted above, Rule 3a-2(b) provides that the 3a-2 Period begins on the first to occur of: (1) The date on which an issuer owns securities and/or cash having
      a value exceeding 50 percent of the value of such issuer’s total assets on either a consolidated or unconsolidated basis; or (2) The date on which an issuer owns or proposes to acquire “investment securities” having a value exceeding 40 per centum of
      the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

    2 Id.

    3 Id.

    4 Commission IM Guidance Update, Holding Companies and the Application of Rule 3a-2 Under the Investment Company Act (March
      2017), (the “3a-2 Staff Guidance”), at footnote 11, https://www.sec.gov/investment/im-guidance-2017-03.pdf

    5 Id., at footnote 6.

    6 Id., at p. 4.

    Page 4

    Notwithstanding the seemingly objective and clear wording of the Rule regarding the one year period start date, if Innventure were to utilize Rule 3a-2, it would choose the effective date of the
      Registration Statement as the first day of the 3a-2 Period. The rationale for that choice is as follows:

          a)

            The Impact of Section 3(c)(1) Reliance. The Staff takes the position that, in the context of an issuer that relies on Section 3(c)(1) and has facts that would cause its start date for its 3a-2
              Period to have already begun to run, its 3a-2 Period will nevertheless not begin to run until after it ceases to rely on Section 3(c)(1).7 If it is assumed, for
              purposes of this analysis, that Innventure currently relies on Section 3(c)(1) (rather than using it as a back-up 1940 Act exclusion), then that would mean that the start date for Innventure’s 3a-2 Period would begin on the date that
              Innventure ceases to rely on Section 3(c)(1).

    Section 3(c)(1) is conditioned generally upon the issuer being beneficially owned by not more than 100 persons and not making or presently proposing to make a
        public offering of its securities. Thus, the analysis needs to focus on the determination of when, in the context of the Registration Statement and deSPAC Transaction, would Innventure be deemed, if at all, to be presently proposing to make a public offering of its securities. The most appropriate guidance on this issue is the 1975 Staff No-Action letter called Housing Capital Corp.8 In that letter, the Staff does not disagree with the applicant’s position that the issuer should not be deemed to be presently proposing to make a public offering of its securities until

      the issuer “…and an underwriter reach a firm understanding that a public offering will go forward.”9 The facts of Housing are distinguishable from the present facts,
      including the fact that there is no underwriter in the Innventure context. However, by analogy to the conclusion in Housing, Innventure submits that the effective date of the Registration Statement is the appropriate moment when the Rule 3a-2 period
      commences as, like Housing, it is the moment when the terms of the offering have been agreed to by the relevant parties. This is the case even though the Registration Statement will not register for sale the shares of Innventure LLC.

          b)

            The Application of the Rule to Holding Companies. As discussed by the Staff in its 3a-2 Staff Guidance, because of their attributes, “holding companies” (e.g.,
              companies that are engaged in various operating businesses through wholly-owned and majority-owned subsidiaries), face a technical issue when applying the start date test of Rule 3a-2(b) which would exclude most if not all of them from using
              the Rule. Specifically, as written, clause (1) of Rule 3a-2(b) requires that the calculation of assets to determine if the 50% threshold has been met to be done on both a consolidated and unconsolidated basis. Practically speaking, this means
              that any holding company will have had their 3a-2 Period start the moment they start conducting business through majority or wholly owned subsidiaries because it would have to count the interest it holds in the majority or wholly-owned
              subsidiary as “bad assets” for purposes of the calculation. To remedy the issue, the Staff said that, in the context of holding companies, the calculation can ignore clause (1) and instead just focus on clause (2), which triggers the start
              date of a 3a-2 Period on the date the issuer owns “investment securities” “having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.”

    7 OnePoint, supra.

    8 SEC No-Action Letter, Housing Capital Corp. (May 17, 1975). (“Housing”)

    9 Id.

    Page 5

    As described in the 6/18/24 Response Letter, Innventure does not believe that its LLC interests in AFX (or its loans to AFX) should be viewed as securities. Therefore, a technical reading of clause
      (2) in the context of Innventure would necessitate a conclusion that a start date would never occur. If, however, hypothetically, one were to assume that Innventure’s LLC interests in AFX were to be considered “securities” (and hence, “investment
      securities”), and therefore clause (2) of Rule 3a-2(b) was triggered, the start date to the 3a-2 Period would initiate on the date that the interests owned by Innventure in AFX crossed the 40% threshold, but for the delaying impact of Section 3(c)(1)
      discussed below.

    C. How Innventure Proposes to Proceed During its 3a-2 Period

    Prior to the start date of the 3a-2 Period, Innventure will adopt the resolution contemplated by Rule 3a-2(a)(2). Innventure proposes that it will proceed as follows during the 3a-2 Period (which,
      for these purposes, will begin on the effective date of the Registration Statement):

          1.

            Innventure will ensure that its business activities accord with Rule 3a-2(a)(1); and

          2.

            Innventure will either:

            (a)

                consult with the Staff and, assuming the Staff is receptive, proceed with either a request for Staff no-action relief regarding Innventure’s determination to
                  characterize its interests in AeroFlexx as other than “securities,” or seek an exemptive order under Section 3(b)(2) and/or 6(c) under the 1940 Act declaring Innventure to not be an investment company. It should be noted that if the
                  no-action relief or exemptive relief have not been obtained by the end of the 3a-2 Period, or the Staff has not indicated to Innventure by the end of the 3a-2 Period that either will be granted (even if the formal grant will be after the
                  end of the 3a-2 Period), Innventure will proceed with (b) below before the end of the 3a-2 Period; or

          (b)

            take such commercially reasonable actions as may be available (i) so that no more than 45% of the Company’s assets on a consolidated basis are invested in securities for purposes of 1940 Act Section 3(a)(1)(A), whether or not the interests
              held by the Company in AeroFlexx are characterized as securities, or (ii) to constitute AeroFlexx as a majority-owned subsidiary of Innventure.

    If you have any questions regarding the foregoing please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.

            Sincerely,

            /s/ David Ni

            David Ni

            Sidley Austin LLP

    cc:

    Robert Hutter, Learn SPAC HoldCo, Inc.

    Josh DuClos, Sidley Austin LLP

    John Stribling, Sidley Austin LLP

    Joel May, Jones Day

    Thomas Short, Jones Day

CORRESP
1
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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”).

         Page 3

    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

August 1, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 4 to the Registration Statement on Form S-4
Filed July 24, 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.
Amendment No. 4 to the Registration Statement on Form S-4
General
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 1.

August 1, 2024
Page 2
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.
2.We note that the recently-adopted “disruptive conglomerate” business model is a change
to the “principal focus” of Innventure’s proposed business. Please discuss any public
representations regarding (i) this change to the focus of Innventure’s business or (ii) the
implications for Innventure’s business of “operat[ing] [its companies] over the long term,”
including any instances where Innventure addressed its plans to focus on the operation of
its current or future subsidiary companies into the foreseeable future.
3.To the extent the ESG Fund could make any additional investments in the future, please
describe in detail whether and to what extent the investment objectives of the ESG Fund
are consistent with Innventure’s new “disruptive conglomerate” model, considering
Innventure appears to have abandoned plans to seek exits “five years after company
inception” and, instead, does not expect exit transactions “to be a factor in the business
plans” and “intends to retain majority (or sole) ownership of the Operating Companies
indefinitely.”
4.Please revise your risk disclosure to address the risk that Innventure would be more likely
to be deemed an investment company to the extent that, rather than retaining majority (or
sole) ownership of its subsidiaries indefinitely, it operates its subsidiary businesses
primarily for the purpose of making a profit in the sale of the controlled company’s
securities.
5.Based on the information received to date, the staff does not necessarily agree or disagree
with your proposed treatment of Innventure’s interests in AFX as non-securities. Please
supplement your analysis of the activities of Innventure’s officers and directors to discuss
the implications to your analysis, including your conclusions, if Innventure’s interests in
AFX were deemed to be securities. In this regard, we note that you indicate that “If,
however, its interest in AFX were considered to be a security, then Innventure believes
that the number of its personnel involved in managing Innventure’s securities holdings
would increase.”
6.We note your observation that “[a]s of March 31, 2024, Innventure, together with AFX
and ACC, had a total of 99 individuals on payroll…” Please clarify the basis for including
employees of AFX in your analysis of the activities of officers and directors of
Innventure, in light of the fact that it is not part of your consolidated analysis set forth in
the remainder of your Tonopah analysis, which for example, elsewhere only “reflects the
consolidation of Innventure with ACC, IGP, and IMS….”
Please supplement your analysis of the activities of the officers and directors of
Innventure to explicitly address (i) officers and directors of Innventure, ACC, IGP, and 7.

August 1, 2024
Page 3
IMS, to the extent not already addressed in your discussion of individuals on payroll and
(ii) employees of IGP and IMS. In your response, please address the investment expertise
held by persons working on matters related to the ESG Fund and whether (and to what
extent) such persons are also officers, directors, or employees of Innventure.
8.Please describe in additional detail (i) the current and proposed activities of Innventure’s
capital markets team, including its Head of Capital Markets, and (ii) any activities or
operations of these or other company personnel relating to preparation for potential
“exits” from Innventure’s current or future subsidiary companies, including for example,
through IPOs or sales. In addition, please confirm whether exit transactions are or are not
expected to be a factor in Innventure’s  business plan. In this regard, we note Innventure’s
indication that “exit transactions are not expected to be a factor in the business plans for
Operating Companies. ” (emphasis added)
9.We note the “Discussion of Differences in Asset Values as between the S-4 Financials
and 3(a)(1)(A) Table” provided on page 24 of your response letter dated June 18, 2024.
Please:
•Describe in additional detail each individual “adjustment” and/or “reclassification”
listed in the columns entitled “Adj to remove GAAP balance related to AFX” and
“Adj to record AFX FV and 40 ACT treatment reclass” on Annex B, including in
each case, (i) the original account in the S-4 Financials that was “adjusted” to derive
an amount listed in the above-described columns and (ii) the amount of any
adjustment;
•Specifically identify (i) any instances where you include an asset on the Company’s
3(a)(1)(A) Table that was not recorded in the S-4 Financials and (ii) each instance
where an asset recorded on the 3(a)(1)(A) Table does not have the same value
ascribed to it on the 3(a)(1)(A) Table that was ascribed to it in the S-4 Financials; and
•To the extent any value specified in the 3(a)(1)(A) Table is (i) different from “the
values that would be determined pursuant to 1940 Act Section 2(a)(41)” and/or (ii)
different from the value ascribed to the asset in the S-4 Financials, specifically
explain how and why the valuations differ.
We note the discussion of the nature of Innventure’s assets and its sources of income
provided on pages 10 and 11 of your response letter dated June 18, 2024. Please:
•Describe the instruments recorded as “cash equivalents” and “short term investments”
and, for each type of asset, their approximate amounts;
•Describe in additional detail Innventure’s arrangements to acquire additional PCT
shares, including Innventure’s plans to acquire additional shares from affiliates or
related parties. In your response, please discuss the implications of such planned
acquisitions to Innventure’s status analyses and provide a good faith estimate of the
total number of PCT shares Innventure proposes to hold upon the completion of all
such potential transactions, together with an estimate of the approximate percentage
of non-cash assets composed of PCT shares upon the completion of all such
transactions;
Provide your legal analysis supporting your conclusion that expenses incurred in
connection with the acquisition or holding of PCT shares should not be viewed as
investment expenses. In your response, please explain why the acquisition of shares •10.

August 1, 2024
Page 4
“from an affiliate to enable Innventure to show continued support for PCT” is
relevant to your analysis; and
•We note your suggestion that “Loans from Innventure to AFX” are “[a]rguably not a
security based on the analysis in Section (2) [of your response letter].” Please provide
your legal analysis supporting your conclusion that such loans do not meet the
definition of a security as defined in the Investment Company Act, including, as
necessary, the relevance to your conclusion of the Howey analysis presented with
respect to the Company’s interests in AFX.
11.Please provide a supplementary reconciliation of the description of Innventure’s assets for
purposes of its Section 3(a)(1)(C) analysis with the S-4 Financials. In your response,
please:
•Specifically identify (i) any instances where you include an asset on the Company’s
3(a)(1)(C) Table that was not recorded in the S-4 Financials and (ii) each instance
where an asset recorded on the 3(a)(1)(C) Table does not have the same value
ascribed to it on the 3(a)(1)(C) Table that was ascribed to it in the S-4 Financials; and
•To the extent any value specified in the 3(a)(1)(C) Table is (i) different from “the
values that would be determined pursuant to 1940 Act Section 2(a)(41)” and/or (ii)
different from the value ascribed to the asset in the S-4 Financials, specifically
explain how and why the valuations differ. In your response, please describe in detail
your valuation of Innventure’s equity ownership of AFX, ACC, IGP, and IMS,
including how such valuations were determined. In this regard, we note that the
purported value of Innventure’s equity ownership in ACC would, alone, greatly
exceed the total value of all of Innventure’s assets reflected in the S-4 Financials
prepared in accordance with GAAP.
Interests of Learn CW's Directors and Executive Officers in the Business Combination, page 18
12.We note your response to prior comment 4. You state in the first paragraph on page 19
that Robert Hutter and Adam Fisher, who serve as directors on the Learn CW Board and
as Learn CW's CEO and President, respectively, may be deemed to indirectly beneficially
own the 5,630,000 Learn CW securities that are directly beneficially owned by the
Sponsor. You further state in the second paragraph on page 19 that the independent
directors of the LCW Board hold 120,000 Learn CW Class B Ordinary Shares in the
aggregate. Please revise your disclosure to provide an 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, including each of the
aforementioned.
Learn CW Investment Corporation
Notes to Financial Statements
Note 1: Description of Organization and Business Operations, page F-27
We note your disclosure in Note 1 to the financial statements of LEARN CW Investment
Corporation that “[t]he post-Business Combination company will own 100% of the
outstanding voting securities of the target and will therefore not be required to register as
an investment company under the Investment Company Act of 1940, as amended….”
Please revise this statement to account for the risk that Innventure could meet the 13.

August 1, 2024
Page 5
definition of an investment company, as generally described in the risk factor captioned
“If Innventure is deemed to be an investment company under the Investment Company
Act, it may be required to institute burdensome compliance requirements and its activities
may be restricted, which may make it difficult to operate or to execute its growth plans.”
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John W. Stribling

CORRESP
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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

    July 23, 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. 4 (“Amendment No. 4”) 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 July 16, 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. 4, unless otherwise noted
      herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 4.

    Summary of the Proxy Statement – Innventure LLC, page 3

          1.

            Please include disclosure here, similar to your response to prior comment 3 and disclosure at page 164 that, as part of its new “Disruptive Conglomerate model,” Innventure intends to retain majority (or sole
              ownership) of the Innventure operating companies.

    Response:  The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 4, 160 and 179 in Amendment No. 4.

      Page 2

    Risk Factors – If Innventure is deemed to be an investment company, page 51

          2.

            We note your response, and we are continuing to consider your response on your Investment Company status.  We may have further comment.

    Response: The Company respectfully acknowledges the Staff’s comment.

    There is uncertainty regarding Innventure’s ability to maintain liquidity, page 53

          3.

            Please update to also discuss the going concern opinion as of December 31, 2023, or advise.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 54 in Amendment No. 4.

    Interests of Learn CW’s Directors and Executive Officers in the Business Combination, page 106

          4.

            We note your response to prior comment 2.  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 the 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.  Please ensure that such disclosure provides an overall aggregate dollar amount that the officers and directors have at risk as well as a separate breakdown of what such aggregate amount consists of.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 19, 27 and 107 in Amendment No. 4.

    Management’s Discussion and Analysis of Financial Condition – Liquidity and Capital Resources – Going Concern, page 187

          5.

            We note your statement that Innventure may have to consider supplementing its available sources of funds through several sources which may include the ESG Fund.  We also note your statement on page 99 in the
              disclosure on the background of the business combination, that the ESG Fund would not be part of the business combination and the $65 million value attributed to the ESG Fund would be excluded from the Innventure contribution to the business
              combination.  Please revise your disclosure to clarify how Innventure will use the ESG Fund as a source of liquidity if the ESG Fund is not part of the assets being contributed.  Please also clarify throughout, including the post-closing
              structure at page 2, how the ESG Fund relates to the post-closing structure depiction, including if Innventure will continue to earn management fees for providing investment management services to the ESG Fund.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2, 162 and 187 in Amendment No. 4 in response. The
      revised disclosure reflects the Company’s understanding that the ESG Fund is no longer making new investments and, therefore, clarifies that the ESG Fund will not be used as a source of liquidity going forward. The revised disclosure also clarifies
      that, following the Business Combination, Innventure will continue to earn management fees for providing investment management services to the ESG Fund.

      Page 3

    Exhibits

          6.

            Please include the AFX Operating Agreement referenced in your response to our prior comment 3, or advise.

    Response: The Company respectfully acknowledges the Staff’s comment and has included the AFX Operating Agreement as Exhibit 99.11 in Amendment No. 4.

          7.

            We note that exhibits 10.17, 10.18 and 10.32 have an asterisk accompanying the exhibit number indicating that certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10).  Please clarify to
              refer to Item 601(b)(10) of Regulation S-K.  Please also include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the
              type that the registrant treats as private or confidential.  Refer to Item 601(b)(10) of Regulation S-K.

    Response:  The Company respectfully acknowledges the Staff’s comment and has clarified the references to Item 601(b)(10) of Regulation S-K and revised exhibits
      10.17, 10.18 and 10.32 in Amendment No. 4 accordingly.

    If you have any questions regarding the foregoing or Amendments No. 1, 2 or 3 please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.

            Sincerely,

            /s/ David Ni

            David Ni

            Sidley Austin LLP

            cc:

            Robert Hutter, Learn SPAC HoldCo, Inc.

            Josh DuClos, Sidley Austin LLP

            John Stribling, Sidley Austin LLP

            Joel May, Jones Day

            Thomas Short, Jones Day

July 16, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 3 to the Registration Statement on Form S-4
Filed June 18, 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.
Amendment No. 3 to Registration Statement on Form S-4
Summary of the Proxy Statement
Innventure LLC, page 3
1.Please include disclosure here, similar to your response to prior comment 3 and disclosure
at page 164, that, as part of its new "Disruptive Conglomerate model," Innventure intends
to retain majority (or sole ownership) of the Innventure operating companies.
Risk Factors
If Inventure is deemed to be an investment company, page 51
2.We note your response, and we are continuing to consider your response on your
Investment Company status. We may have further comment.

July 16, 2024
Page 2
There is uncertainty regarding Innventure's ability to maintain liquidity, page 53
3.Please update to also discuss the going concern opinion as of December 31, 2023, or
advise.
Interests of Learn CW's Directors and Executive Officers in the Business Combination, page 106
4.We note your response to prior comment 2. 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. Please ensure that such disclosure provides an
overall aggregate dollar amount that the officers and directors have at risk as well as a
separate breakdown of what such aggregate amount consists of.
Management's Discussion and Analysis of Financial Condition
Liquidity and Capital Resources
Going Concern, page 187
5.We note your statement that Innventure may have to consider supplementing its available
sources of funds through several sources which may include the ESG Fund. We also note
your statement on page 99 in the disclosure on the background of the business
combination, that the ESG Fund would not be part of the business combination and the
$65 million value attributed to the ESG Fund would be excluded from the Innventure
contribution to the business combination. Please revise your disclosure to clarify how
Innventure will use the ESG Fund as a source of liquidity if the ESG Fund is not part of
the assets being contributed. Please also clarify throughout, including the post-closing
structure at page 2, how the ESG Fund relates to the post-closing structure depiction,
including if Innventure will continue to earn management fees for providing investment
management services to the ESG Fund.
Exhibits
6.Please include the AFX Operating Agreement referenced in your response to our prior
comment 3, or advise.
7.We note that exhibits 10.17, 10.18 and 10.32 have an asterisk accompanying the exhibit
number indicating that certain portions of the exhibit have been omitted pursuant Rule
601(b)(10). Please clarify to refer to Item 601(b)(10) of Regulation S-K. Please also
include a prominent statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is both not material
and is the type that the registrant treats as private or confidential. Refer to Item 601(b)(10)
of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate

July 16, 2024
Page 3
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John W. Stribling

CORRESP
1
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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

  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

United States securities and exchange commission logo
May 24, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 2 to the Registration Statement on Form S-4
Filed May 10, 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.
Amendment No. 2 to the Registration Statement on Form S-4
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 meeting
or negotiation. For example:oOn 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;
oOn 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
oOn page 97 you state that between September 6, 2023 and October 5, 2023,

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
May 24, 2024
Page 2
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, Head and Mr. Harper, met with Mr. Fisher and Mr.
Hutter from the Learn CW management team to discuss capital raising strategies.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       John W. Stribling

CORRESP
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filename1.htm

              SIDLEY AUSTIN LLP

              787 SEVENTH AVENUE

              NEW YORK, NY 10019

              +1 212 839 5300

              +1 212 839 5599 FAX

              AMERICA  •  ASIA PACIFIC  •  EUROPE

    May 10, 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. 2 to Registration Statement on Form S-4

      Filed May 10, 2024

    File No. 333-276714

    Ladies and Gentlemen:

    On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith Amendment No. 2 (“Amendment No. 2”) 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 April 26, 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. 2, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

    Amendment No. 2 to Registration on Form S-4

          Q: What happens if a substantial number of the public shareholders, page xxii

              1.

              We note your response to prior comment 6 including the disclosure that you omitted the Company Earnout Shares and the Sponsor Earnout Shares as
                sources of dilution because they will be considered a liability of Innventure and the Sponsor respectively.  Please revise your disclosure where appropriate to include the Company Earnout Shares and the Sponsor Earnout Shares as sources of
                dilution or explain why the issuance of such shares will not lead to dilution of investors’ interests.

    Response:  The Company acknowledges the Staff’s comment and has revised its disclosure on pages xxii–xxv of Amendment No. 2 to include the Company Earnout Shares and the Sponsor Earnout Shares as
        sources of dilution. Additionally, the Company respectfully advises the Staff that the tables and disclosure on pages xviii – xix, xxii–xxv (as revised), 13 – 14 and 108 – 109 each present two outcomes: (i) the expected ownership levels in Holdco
        immediately following the consummation of the Business Combination and (ii) the expected ownership levels in Holdco immediately following the consummation of the Business Combination taking into account various sources of dilution, including the
        Company Earnout Shares and the Sponsor Earnout Shares.

    Ownership of Holdco Following the Business Combination, page 13

       Page 2

              2.

              We note your response to prior comment 9. Please revise your disclosure to disclose the Sponsor’s total potential ownership to include the
                Sponsor Earnout Shares or explain why the issuance of such shares would not increase the Sponsor’s total ownership.

    Response:  The Company acknowledges the Staff’s comment and
        respectfully directs the Staff to the disclosures made in the tables on page 14 of Amendment No. 2, which were previously amended to include the Sponsor Earnout Shares.

    Risk Factors

        We may not be able to complete an initial business combination with a U.S. target, page 39

              3.

              We note your response to prior comment 5.  In your correspondence you disclosed the identity of one of the owners/control persons of your Sponsor
                and the fact that one is a citizen of the United Kingdom.  Please revise your disclosure in the registration statement to also include such information.

    Response: The Company acknowledges the Staff’s comment and has revised
        its disclosure on page 39-40 of Amendment No. 2.

    Risk Factors

        Learn CW has identified material weaknesses in its internal control, page 41

              4.

              We note your response to prior comment 14.  Please revise your disclosure to elaborate upon the nature of the remediation measures and their
                implementation status for the identified material weaknesses in Learn CW’s internal control over financial reporting.

        Response:  The Company acknowledges the Staff’s comment and has revised its disclosure on page 41 of Amendment No. 2.

    Background of the Business Combination, page 90

       Page 3

              5.

              We note your response to prior comment 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 state 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.  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.  There are still numerous instances where you do not
                specifically identify who was present at a meeting or negotiation. For example:

              o

              On page 93, you state that on April 26, 2023, a representative of Advisor visited the Austin, Texas offices of Accelsius, and attended in-person meetings with members
                of the Innventure and Accelsius leadership teams, including Messrs. Haskell and Josh Claman;

              o

              On page 95, you state that on August 31, 2023, Advisor, Grail Partners and Innventure, including Mr. Haskell, further discussed the Financing;

              o

              On page 96, you state that from September 13, 2023 through the middle of October 2023, representatives of Learn CW,
                  Innventure, Advisor and other advisors held discussions; and

              o

              On page 96, you state that from September 28, 2023 through October 21, 2023, representatives from Sidley, VP, Learn CW, Innventure, and Advisor attended regular
                teleconference calls to discuss then-remaining open negotiation points.

              •

              Describe any discussions about the need to obtain additional financing for the combined company and the negotiation/marketing processes.  For example, you state on
                page 98 that on November 10 and 11, 2023, members of Innventure management, including Roland Austrup, Head of Capital Markets, and Lucas Harper, Chief Investment Officer, met with Adam Fisher and Robert Hutter from the Learn CW management
                team to discuss capital raising strategies;

              •

              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.

    Response:  The Company respectfully acknowledges the Staff's comment and has revised the
        disclosure throughout the section titled “Timeline of the Proposed Business Combination with Innventure” in Amendment No. 2.  The Company also respectfully advises to the Staff that general disclosure identifying the names of certain parties
        representatives who participated in meetings or negotiations is contained on page 92.

      The Company also respectfully advises the Staff that none of the Sponsor, management or their affiliates have a track record with SPACs, other than the disclosure included with respect to Mr. Hutter on page 101 of
        Amendment No. 2.  The Company also respectfully advises the Staff that it is not aware of 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 or any pre-existing relationships between the Sponsor and additional investors. The Company also respectfully advises the Staff that it is not aware of any negotiations of contingent payments to be
        received by Innventure shareholders, other than those described in Amendment No. 2 with respect to the earnout consideration.

        The Company also respectfully advises the Staff that there are no arrangements whereby any shareholder has agreed to waive its redemption rights, other than with respect to those entered into in connection with the Learn CW IPO.

    Interests of Learn CW’s Directors and Executive Officers in the Business Combination, page 102

       Page 4

              6.

              We note your response to prior comment 20.  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.

    Response: The Company acknowledges the Staff’s comment and has revised
        its disclosures on pages 17-18, 26, and 104 of Amendment No. 2.

    Accelsius

        Growth Strategy, page 171

              7.

              We note your response to prior comment 26.  You state that “Accelsius has signed revenue-generating agreements with several initial partners with
                whom it will deploy NeuCool thermal management systems to operating data centers by mid-2024.” Please revise your disclosure to describe the material terms of these revenue-generating agreements and file the agreements as exhibits pursuant
                to Item 601(b)(10) of Regulation S-K, or explain the basis for your determination that filing them is not required.

    Response: The Company
        acknowledges the Staff’s comment and has revised its disclosure on page 173 of Amendment No. 2. The Company further respectfully advises the Staff that it believes the revenue generating agreements are not material contracts required to be filed as
        exhibits pursuant to Item 601(b)(10) of Regulation S-K. The revenue generating agreements consist of memorandums of understanding (the “MOUs”),
        master services agreements (the “MSAs”) and value added reseller agreements (the “VARs”) entered into in the ordinary course of business, and the Company’s business is not substantially dependent on any of the individual agreements.

    Item 21.  Exhibits and Financial Statement Schedules, page II-2

              8.

              We note your response to prior comment 30.  We do not see as an exhibit the Sponsor Letter Agreement or the Promissory Note with Sponsor dated
                May 3, 2022.  Please file or advise why you do not think it is necessary to file these agreements. Refer to Item 601(b)(10) of Regulation S-K.

    Response:  The Company acknowledges the Staff’s
        comment and respectfully advises the Staff that the Sponsor Letter Agreement has been filed as Exhibit 10.21 to the Registration Statement.  The Company also respectfully advises the Staff that the Promissory Note dated May 3, 2022 has been amended
        and restated by the Second Amended and Restated Promissory Note, dated December 29, 2023, which is filed as Exhibit 10.30 to the Registration Statement.

     Page 5

    If you have any questions regarding the foregoing or Amendment No. 1, please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.

              Sincerely,

            /s/ David Ni

              David Ni

              Sidley Austin LLP

              cc:

              Robert Hutter, Learn SPAC HoldCo, Inc.

    Josh DuClos, Sidley Austin LLP

    John Stribling, Sidley Austin LLP

    Joel May, Jones Day

    Thomas Short, Jones Day

United States securities and exchange commission logo
April 26, 2024
Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re:Learn SPAC HoldCo, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 12, 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.
Amendment No. 1 to the Registration Statement on Form S-4
Q: What happens if a substantial number of the public shareholders, page xxii
1.We note your response to prior comment 6 including the disclosure that you omitted the
Company Earnout Shares and the Sponsor Earnout Shares as sources of dilution because
they will be considered a liability of Innventure and the Sponsor respectively. Please
revise your disclosure where appropriate to include the Company Earnout Shares and the
Sponsor Earnout Shares as sources of dilution or explain why the issuance of such shares
will not lead to dilution of investors' interests.
Ownership of Holdco Following the Business Combination, page 13
2.We note your response to prior comment 9. Please revise your disclosure to disclose the
Sponsor's total potential ownership to include the Sponsor Earnout Shares or explain why
the issuance of such shares would not increase the Sponsor's total ownership.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 April 26, 2024 Page 2
 FirstName LastNameRobert J. Hutter
Learn SPAC HoldCo, Inc.
April 26, 2024
Page 2
Risk Factors
We may not be able to complete an initial business combination with a U.S. target, page 39
3.We note your response to prior comment 5. In your correspondence you disclosed
the identity of one of the owners/control persons of your sponsor and the fact that one is
a citizen of the United Kingdom. Please revise your disclosure in the registration
statement to also include such information.
Risk Factors
Learn CW has identified material weaknesses in its internal control, page 41
4.We note your response to prior comment 14. Please revise your disclosure to elaborate
upon the nature of the remediation measures and their implementation status for the
identified material weaknesses in Learn CW’s internal control over financial reporting.
Background of the Business Combination, page 90
5.We note your response to prior comment 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. 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. There are still numerous instances where you do not specifically
identify who was present at a meeting or negotiation. For example:oOn page 93, you state that on April 26, 2023, a representative of Advisor visited
the Austin, Texas offices of Accelsius, and attended in-person meetings with
members of the Innventure and Accelsius leadership teams, including Messrs.
Haskell and Josh Claman;
oOn page 95, you state that on August 31, 2023, Advisor, Grail Partners and
Innventure, including Mr. Haskell, further discussed the Financing;
oOn page 96, you state that from September 13, 2023 through the middle of
October 2023, representatives of Learn CW, Innventure, Advisor and other
advisors held discussions; and
oOn page 96, you state that September 28, 2023 through October 21, 2023,
representatives from Sidley, VP, Learn CW, Innventure, and Advisor attended

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 April 26, 2024 Page 3
 FirstName LastNameRobert J. Hutter
Learn SPAC HoldCo, Inc.
April 26, 2024
Page 3
regular teleconference calls to discuss then-remaining open negotiation points.
•Describe any discussions about the need to obtain such additional financing for the
combined company and the  negotiation/marketing processes. For example,  you state
on page 98 that On November 10 and 11, 2023, members of Innventure management,
including Roland Austrup, Head of Capital Markets and Lucas Harper,Chief
Investment Officer, met with Adam Fisher and Robert Hutter from the Learn CW
management team to discuss capital raising strategies;
•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.
Interests of Learn CW's Directors and Executive Officers in the Business Combination, page 102
6.We note your response to prior comment 20. 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.
Accelsius
Growth Strategy, page 171
7.We note your response to prior comment 26. You state that "Accelsius has signed
revenue-generating agreements with several initial partners with whom it will deploy
NeuCool thermal management systems to operating data centers by mid-2024." Please
revise your disclosure to describe the material terms of these revenue-
generating agreements and file the agreements as exhibits pursuant to Item 601(b)(10)
of Regulation S-K or explain the basis for your determination that filing them is not
required.
Item 21. Exhibits and Financial Statement Schedules, page II-2
8.We note your response to prior comment 30. We do not see as an exhibit the Sponsor
Letter Agreement or the Promissory Note with Sponsor dated May 3, 2022. Please file or
advise why you do not think it is necessary to file these agreements. Refer to Item
601(b)(10) of Regulation S-K.

 FirstName LastNameRobert J. Hutter
 Comapany NameLearn SPAC HoldCo, Inc.
 April 26, 2024 Page 4
 FirstName LastName
Robert J. Hutter
Learn SPAC HoldCo, Inc.
April 26, 2024
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       John W. Stribling

CORRESP
1
filename1.htm

                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

United States securities and exchange commission logo
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