UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant toTo Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2430, 2024

LEARN CW INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40885	98-1583469
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11755 Wilshire Blvd. Suite 2320 Los Angeles, California (Address of principal executive offices) 90025 (Zip Code)

11755 Wilshire Blvd.
Suite 2320
Los Angeles, California		90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (424) 324-2990

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-~~commencement~~commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $0.0001 par value	LCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~EXPLANATORY~~Item ~~NOTE~~5.07. Submission of Matters to a Vote of Security Holders.

On September 1030, 2024, Learn CW Investment Corporation, ~~a Cayman Islands exempted company~~ (~~“Learn CW”) filed a definitive proxy statement/consent solicitation statement/prospectus (~~the “~~Definitive Proxy Statement~~Company”) ~~for~~held ~~the solicitation of proxies in connection with~~ an extraordinary general meeting of it shareholders (the “~~Extraordinary General~~ Meeting”) ~~of Learn CW’s shareholders,~~ to ~~vote upon, among other things, a proposal to~~ approve ~~and adopt~~ the ~~Business Combination~~combination ~~Agreement~~ (the “Business Combination ~~Agreement~~”), byof ~~and~~the ~~among Learn CW~~Company, ~~Learn~~Innventure ~~SPAC HoldCo~~LLC, ~~Inc.~~ a Delaware ~~corporation~~limited ~~and~~liability ~~direct,~~company ~~wholly-owned subsidiary of Learn CW~~ (“~~Holdco~~Innventure”), ~~LCW~~and ~~Merger~~Learn ~~Sub,~~SPAC HoldCo Inc., a Delaware corporation and direct, ~~wholly-owned~~ ~~subsidiary of Holdco (“LCW Merger Sub”), Innventure Merger Sub, LLC, a Delaware limited liability company and direct,~~ wholly-owned subsidiary of ~~Holdco~~the ~~(“Innventure Merger Sub”), and Innventure LLC, a Delaware limited liability company~~Company (“~~Innventure~~Holdco”), ~~and~~pursuant to the transactions contemplated ~~therein~~by (the ~~consummation of which are referred to herein as the “~~Business Combination”) Agreement (~~the~~as ~~“Business~~defined ~~Combination Proposal”~~below)~~. Capitalized~~ ~~terms~~and ~~used~~for ~~but not defined herein shall have~~ the ~~meanings given~~following ~~to such terms in the Definitive Proxy Statement.~~purposes:

~~Item~~ 1.01 ~~Entry~~to ~~into~~consider and vote upon a ~~Material~~proposal ~~Definitive~~to approve by ordinary resolution (i) the Business Combination, (ii) the adoption of the Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), by and among the Company, Holdco, LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”), Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco, and Innventure, (iii) the plan of merger to be entered into between the Company and LCW Merger Sub relating to the LCW Merger (as defined below) and to be filed with the Registrar of Companies in the Cayman Islands pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and (iv) the transactions contemplated by the Business Combination Agreement (the “Business Combination Proposal”);

~~Entry~~2. to consider and vote upon a proposal to approve by special resolution the merger of LCW Merger Sub with and into ~~Side~~the ~~Letters~~Company (the “LCW Merger”), with the Company being the surviving company in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement and related Plan of Merger (the “Merger Proposal”);

On3. ~~September 24, 2024, Learn CW, Innventure, Holdco, LCW Merger Sub and Innventure Merger Sub entered into a side letter~~ to ~~the~~consider ~~Business Combination Agreement (the “BCA Side Letter”). The BCA Side Letter waives~~ and ~~modifies~~vote ~~certain~~upon ~~provisions~~by ~~within~~ordinary ~~the Business Combination Agreement~~resolution, ~~including~~on ~~(among~~a ~~others):~~non-binding ~~(i)~~advisory ~~Learn~~basis, ~~CW’s~~separate ~~covenants~~proposals to ~~list~~approve ~~its~~the ~~Learn~~following CWmaterial ~~Class~~differences Abetween ~~Ordinary Shares and Learn CW Public Warrants on~~ the ~~listing exchange; (ii) any breach of Innventure~~Company’s ~~covenants~~amended ~~resulting from its termination of certain purchase agreements by~~ and ~~among~~restated ~~Innventure,~~memorandum ~~Michael Otworth~~ and ~~John~~articles ~~Scott~~of ~~and~~association ~~its arrangement with Innventure1, in each case, where Innventure agreed to issue Class B-1 Preferred Units to Mr. Otworth, Dr. Scott~~ and ~~Innventure1 in exchange for their shares of PCT’s common stock; (iii)~~ the ~~classification~~proposed ofamended ~~certain cost, fees~~ and ~~expenses~~restated ascertificate ~~“Parent Transaction Costs” (as defined within the Business Combination Agreement); (iv) any breach~~ of orincorporation ~~default under the Business Combination Agreement in respect~~ of ~~certain~~Holdco ~~promissory notes; and~~ (~~v) required contents of certain pre-closing deliverables relating to payments and share issuances at Closing. The parties subject to~~ the ~~BCA Side Letter also acknowledge and agree (i) that certain financings are to be considered~~ “~~Additional~~Amended ~~Financings” (as defined within the Business Combination Agreement) under certain circumstances~~ and ~~(ii)~~Restated toCertificate ~~increase the size~~ of ~~the Learn CW Convertible Promissory Note to $4.8 million.~~Incorporation”):

~~The~~a. ~~foregoing~~to ~~description~~approve ofand adopt provisions in the ~~BCA~~Amended ~~Side~~and ~~Letter~~Restated ~~does~~Certificate ~~not~~of ~~purport~~Incorporation to beauthorize ~~complete~~250,000,000 ~~and~~shares isof ~~subject~~common tostock of Holdco, par value $0.0001 per share (“Holdco Common Stock”), and ~~qualified~~25,000,000 inshares ~~its~~of ~~entirety~~Holdco bypreferred ~~reference~~stock, par value $0.0001 per share, compared to the ~~BCA~~currently ~~Side~~authorized ~~Letter~~capital stock of the Company of 200,000,000 ~~which~~Class isA ~~filed~~ordinary asshares, ~~Exhibit~~par 10value $0.10001 ~~to this~~per ~~Current~~share ~~Report~~(the on“Class ~~Form~~A ~~8-K~~Ordinary Shares”), 20,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares,” and istogether ~~incorporated~~with ~~herein~~the byClass ~~reference~~A Ordinary Shares, the “ordinary shares”) and 1,000,000 preference shares, par value $0.0001 per share (“Proposal 3A”);

Onb. ~~September~~to ~~24,~~approve ~~2024,~~and ~~Learn~~adopt ~~CW,~~provisions ~~Innventure,~~in ~~Holdco,~~the ~~LCW~~Amended ~~Merger Sub~~ and ~~Innventure~~Restated ~~Merger~~Certificate ~~Sub~~of ~~also~~Incorporation ~~entered~~to ~~into~~provide athat ~~side~~the ~~letter~~board toof ~~the~~directors ~~Sponsor~~of ~~Support~~Holdco ~~Agreement~~ (the “~~SSA~~Holdco ~~Side Letter~~Board”)~~. The~~ ~~SSA~~has ~~Side Letter waives and modifies certain provisions within~~ the ~~Sponsor~~power ~~Support~~to ~~Agreement~~adopt, ~~including~~amend ~~(among~~or ~~others):~~repeal ~~(i) certain financings are to be considered “Additional Financings” (as defined within~~ the ~~Sponsor~~Holdco’s ~~Support~~bylaws ~~Agreement)~~and ~~under~~that ~~certain circumstances; (ii)~~ the ~~Sponsor~~Holdco’s bylaws may ~~assign~~also ~~all~~be ~~of its rights~~adopted, ~~title,~~amended ~~interest~~or ~~and~~repealed ~~obligations~~by ~~under~~ the ~~Sponsor~~stockholders ~~Support~~by ~~Agreement to~~ the ~~permitted~~affirmative ~~transferee~~vote of ~~its Subject Securities (as defined in~~ the ~~Sponsor~~holders ~~Support~~of ~~Agreement~~at );least ~~and~~two-thirds ~~(iii) as~~ of ~~the~~ ~~date of~~ the ~~SSA~~voting ~~Side~~power ~~Letter,~~of ~~the~~all ~~VWAP~~then ~~Completion~~outstanding ~~Event~~shares ~~(as~~of ~~defined~~capital instock ~~the~~of ~~Sponsor~~Holdco ~~Support~~entitled ~~Agreement ) is deemed~~ to ~~have~~vote ~~been~~generally ~~satisfied~~ in ~~full,~~the ~~without~~election ~~any~~of ~~further action by any person~~directors, ~~meaning~~voting ~~that~~together ~~there~~as isa nosingle ~~longer~~class ~~any lockup on the At Risk Sponsor Shares~~ (as“Proposal ~~defined in the Sponsor Support Agreement~~ 3B”) ~~received by the Sponsor pursuant to the provisions of the Sponsor Support Agreement.~~;

~~The~~c. ~~foregoing~~to ~~description~~approve ofand ~~the~~adopt ~~SSA~~provisions ~~Side~~in ~~Letter~~the ~~does~~Amended ~~not~~and ~~purport~~Restated toCertificate beof ~~complete~~Incorporation ~~and~~providing isthat ~~subject~~special tomeetings ~~and~~of ~~qualified~~stockholders inmay ~~its~~only ~~entirety~~be called by ~~reference to~~ the ~~SSA~~Holdco ~~Side Letter~~Board, ~~which~~the ischairperson ~~filed~~of asthe ~~Exhibit~~Holdco ~~10.2~~Board ~~to this~~or ~~Current~~Holdco’s ~~Report~~chief onexecutive ~~Form~~officer ~~8-K~~or ~~and~~president is(“Proposal ~~incorporated herein by reference.~~3C”);

2d. to approve and adopt provisions in the Amended and Restated Certificate of Incorporation and proposed amended and restated bylaws of Holdco (the “Amended and Restated Bylaws”) to provide that (i) no action shall be taken by the stockholders of Holdco except at an annual or special meeting of stockholders called in accordance with the Amended and Restated Bylaws, and (ii) no action shall be taken by the stockholders by written consent in lieu of a meeting (“Proposal 3D”);

~~Entry~~e. ~~into~~to ~~Series~~approve Band ~~Preferred~~adopt ~~Stock~~provisions ~~Investment~~in ~~Agreement~~the Amended and Restated Certificate of Incorporation to provide that (i) a person may be appointed to be a director, either to fill a vacancy or as an additional director, only by affirmative vote of a majority of the members of the Holdco Board, although less than a quorum, or by a sole remaining director and that (ii) a director may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock of Holdco entitled to vote generally in the election of directors, voting together as a single class at a meeting called for that purpose (“Proposal 3E”);

Onf. ~~September~~to ~~24,~~approve ~~2024,~~and ~~Holdco~~adopt ~~entered~~provisions ~~into~~in ~~an investment agreement (~~the ~~“Series~~Amended Band ~~Investment~~Restated ~~Agreement”)~~Certificate ~~with~~of ~~Commonwealth~~Incorporation ~~Asset~~to ~~Management~~provide LPthat, ~~(together~~unless ~~with~~a ~~its~~majority ~~assignee,~~of the ~~“Series B Investor”), pursuant to which~~ Holdco ~~agrees~~Board toconsents ~~issue~~in ~~and~~writing ~~sell~~ to the ~~Series~~selection Bof ~~Investor~~ an ~~aggregate~~alternative ~~of 750~~forum,~~000~~ ~~shares of Holdco’s Series B Preferred Stock, par value $0.0001 per share, (~~the ~~“Series~~Court Bof ~~Preferred~~Chancery ~~Stock”) in a private placement, at a price~~ of ~~$10.00~~ ~~per~~the ~~share~~State of ~~Series~~Delaware, Bto ~~Preferred Stock (~~the ~~“Series~~fullest Bextent ~~Preferred~~permitted ~~Stock~~by ~~Financing”). The~~law, ~~Series~~will Bbe ~~Preferred Stock Financing is expected to close concurrently with~~ the ~~consummation~~sole ~~of the Business Combination~~ and isexclusive ~~expected~~forum tofor ~~provide~~the ~~Holdco with~~types ~~approximately $7.5 million~~ of ~~gross~~actions ~~proceeds~~or ~~before~~proceedings ~~deducting~~under ~~fees~~Delaware ~~and~~statutory ~~other~~or ~~estimated~~common ~~offering expenses. Additionally~~law, ~~Holdco~~and isthe ~~currently~~federal ~~negotiating~~district ~~with~~courts ~~potential~~of ~~investors for~~ the ~~issuance~~United ~~and~~States ~~sale~~shall ofbe ~~additional~~the ~~Series~~exclusive Bforum ~~Preferred~~for ~~Stock (~~the ~~"Additional~~resolution ~~Preferred~~of ~~Stock~~any ~~Financing")~~complaint inasserting a ~~private~~cause ~~placement.~~of ~~Notwithstanding~~action ~~the~~arising ~~foregoing,~~under the ~~Additional~~Securities ~~Preferred~~Act ~~Stock~~of ~~Financing~~1933, isas ~~subject~~amended to(“Proposal ~~general~~3F” ~~economic~~and, ~~industry~~together ~~and~~with ~~market~~Proposals ~~conditions~~3A, ~~and~~B, ~~other~~C, ~~events~~D and ~~factors~~E, ~~many~~“Non-Binding ofGovernance ~~which are beyond Holdco's control. There is no guarantee that the Additional Preferred Stock Financing will close or that Holdco will receive proceeds from such financing.~~Proposals”);

~~The Series B Investment Agreement contains customary representations, warranties, and covenants by the parties, including certain indemnification obligations of the Series B Investors~~4. ~~The representations,~~ ~~warranties,~~to ~~and~~consider ~~covenants contained in the Series B Investment Agreement were made only for purposes of such agreement~~ and asvote ofupon ~~specific~~a ~~dates,~~proposal ~~were solely for the benefit of the parties~~ to ~~the~~approve ~~Series B Investment Agreement~~ and ~~are~~ ~~subject~~assume ~~to limitations agreed upon~~ by ~~contracting~~ordinary ~~parties. Accordingly,~~resolution the ~~form~~Innventure, ofInc. ~~the~~2024 ~~Series~~Equity Band ~~Investment~~Incentive ~~Agreement~~Compensation isPlan ~~incorporated herein by reference only to provide investors with information regarding the terms of the Series B Investment Agreement~~ and ~~not to provide investors with~~ any ~~other~~grants ~~factual information regarding Holdco~~ or ~~its~~awards ~~business~~issued ~~and~~thereunder ~~should be read in conjunction with the disclosures in Holdco’s periodic reports and other filings with the Securities and Exchange Commission~~ (the “~~Commission~~Equity Plan Proposal”).;

As5. ~~part~~to ofconsider ~~the~~and ~~Series~~vote Bupon ~~Investment~~a ~~Agreement,~~proposal ~~Holdco~~to isapprove ~~required~~by toordinary ~~prepare~~resolution, ~~and~~for ~~file~~purposes aof ~~registration~~complying ~~statement~~ with ~~the~~applicable ~~Commission~~listing ~~under~~rules of the ~~Securities~~Nasdaq ~~Act~~Stock Market, (i) the issuance of ~~1933,~~Holdco asCommon ~~amended~~Stock (pursuant to the ~~“Securities~~Business ~~Act”~~Combination Agreement and (ii)~~, covering~~ the ~~resale~~possible issuance of ~~the~~Holdco ~~shares~~Common Stock upon conversion of ~~common~~the Series A preferred stock, par value $0.0001 per share, ~~(“Holdco~~to ~~Common~~be ~~Stock”),~~established ~~issuable~~on ~~upon~~the ~~conversion~~date ofat ~~Series~~which Bthe ~~Preferred~~closing ~~Stock~~of ~~within~~the ~~120~~Business ~~days~~Combination ~~from~~occurs (the ~~original~~“Nasdaq ~~issuance~~Proposal”); ~~date.~~and

~~The~~6. ~~foregoing~~to ~~description~~consider and vote upon a proposal to approve by ordinary resolution the adjournment of the ~~Series~~extraordinary Bgeneral ~~Investment~~meeting ~~Agreement~~to ~~does~~a ~~not~~later ~~purport~~date or dates, if necessary, (i) to bepermit ~~complete~~further solicitation and isvote ~~subject~~of proxies in the event that there are insufficient shares represented to ~~and~~constitute ~~qualified~~a inquorum ~~its~~necessary ~~entirety~~to byconduct ~~reference~~business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the ~~form~~extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to the Company’s shareholders or if it is determined that one or more of ~~Series~~the Bclosing ~~Investment~~conditions under the Business Combination Agreement~~, which~~ is ~~filed~~not assatisfied ~~Exhibit~~or ~~10.3~~waived toor ~~this~~(ii) ~~Current~~if ~~Report~~the onboard ~~Form~~of ~~8-K~~directors ~~and~~of the Company determines before the extraordinary general meeting that it is ~~incorporated~~not ~~herein~~necessary byor ~~reference~~no longer desirable to proceed with the proposals (the “Adjournment Proposal”).

~~The~~As ~~Series~~of the record date for the Meeting, there were 9,338,421 Class A Ordinary Shares and 5,750,000 Class B ~~Preferred~~Ordinary ~~Stock~~Shares issued and outstanding. At the Meeting, there were 11,167,445 ordinary shares of the Company voted by proxy or in person, which constituted a quorum of the ordinary shares of the Company entitled to vote on the Business Combination Proposal, the Merger Proposal, the Non-Binding Governance Proposals, Equity Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal. The results for each matter were as follows:

~~Upon~~• the ~~consummation of the~~ Business Combination, ~~Holdco’s~~Proposal ~~authorized~~was ~~capital stock will consist of 250~~approved,~~000,000~~ ~~shares~~having ofreceived ~~common~~the ~~stock,~~affirmative ~~par~~votes ~~value $0.0001 per share, and 25,000,000 shares~~ of ~~preferred stock, par value $0.0001 per share. Of~~ the ~~25,000,000~~holders ~~shares~~ of ~~preferred~~a ~~stock~~majority ~~authorized by the Amended and Restated Certificate~~ of ~~Incorporation,~~ the ~~Holdco~~ordinary ~~Board is expected to designate 3,000,000~~ shares asrepresented ~~“Series~~in B Preferred Stock” on the Closing Date. The Certificate of Designation that will be filed with the Delaware Secretary of State for the Series B Preferred Stock (the “Series B Preferred Stock Certificate of Designation”) will establish the voting powersperson, ~~designations, preferences~~virtually ~~and relative, participating, optional~~ or ~~other~~by ~~special~~proxy ~~rights,~~ and ~~the~~entitled ~~qualifications,~~to ~~limitations~~vote thereon and ~~restrictions~~who ofvoted at the ~~shares of such Series B Preferred Stock, which terms are described in more detail below.~~Meeting:

Ranking

For	Against	Abstain	Broker Non-Votes
10,054,385	1,113,060	0	0

~~With~~• ~~respect to payment of dividends,~~ the ~~Series~~Merger BProposal ~~Preferred~~was ~~Stock shall rank senior in priority of payment to all Junior Stock and Parity Stock in any liquidation~~approved, ~~dissolution,~~having ~~winding~~received upthe ~~or distribution~~affirmative ofvotes ~~Holdco, and junior to any existing or future secured or unsecured indebtedness and other liabilities (including trade payables)~~ of ~~Holdco. With respect to (a) distribution of assets and (b) all other liquidation, winding up, dissolution, dividend and redemption rights,~~ the ~~Series~~holders ~~B Preferred Stock shall rank pari passu in priority~~ of ~~payment~~at toleast ~~all~~two-thirds ~~Parity Stock and senior in priority~~ of ~~payment~~the toordinary ~~all~~shares ~~Junior~~represented ~~Stock~~ in ~~any~~person ~~liquidation, dissolution, winding up~~ or ~~distribution~~ ofby ~~the~~proxy ~~Company,~~ and ~~junior~~entitled to ~~any~~vote ~~existing~~thereon ~~or future secured or unsecured indebtedness~~ and ~~other~~who ~~liabilities~~voted ~~(including~~at ~~trade payables) of~~ the ~~Company.~~Meeting:

“Junior Stock” means (i) Holdco Common Stock and (ii) any other preferred stock, other than the Series A Preferred Stock, if issued, and any other equity interest of Holdco, in each case which by its terms ranks junior to the Series B Preferred Stock with respect to payment of dividends and/or distribution of assets.

For	Against	Abstain	Broker Non-Votes
10,054,385	1,113,060	0	0

~~“Parity~~• ~~Stock”~~Proposal ~~means~~3A ~~the~~was ~~Series~~approved, Ahaving ~~Preferred~~received ~~Stock,~~the ifaffirmative ~~issued,~~votes ~~and~~of ~~any~~the ~~equity~~holders ~~interest~~of a majority of ~~Holdco~~the ~~hereinafter~~ordinary ~~created~~shares ~~which~~represented in person, virtually or by ~~its~~proxy ~~terms~~and ~~ranks~~entitled ~~pari~~to ~~passu~~vote ~~with~~thereon ~~the~~and ~~Series~~who Bvoted ~~Preferred~~at ~~Stock.~~the Meeting:

For	Against	Abstain	Broker Non-Votes
9,454,385	1,713,060	0	0

~~Dividends~~• Proposal 3B was approved, having received the affirmative votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

The Series B Preferred Stock will carry an annual 8.0% cumulative dividend, which will be paid prior to and in preference over any Junior Stock or Parity Stock. On the last day of the last quarter in each fiscal year of Holdco such dividends will be made as a payment in kind.

For	Against	Abstain	Broker Non-Votes
9,454,385	1,713,060	0	0

~~Voting~~• ~~Rights~~Proposal 3C was approved, having received the affirmative votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

Per each whole share of Series B Preferred Stock, the holders of Series B Preferred Stock will be entitled to cast the number of votes equal to (i) the Original Issue Price, which is $10.00, divided by (ii) the Minimum Price (which shall have the meaning assigned in Nasdaq Listing Rule 5635(d)) of Holdco Common Stock as of the initial issue date of the Series B Preferred Stock and will vote with the holders of Holdco Common Stock as a single class and on an as-converted basis, except as provided by law or applicable Nasdaq Listing Rules.

For	Against	Abstain	Broker Non-Votes
9,304,234	1,863,210	1	0

~~Mandatory~~• ~~Conversion~~Proposal at3D was approved, having received the ~~Company’s~~affirmative ~~Option~~votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

On the date that is the fifth anniversary of the initial issuance date of the Series B Preferred Stock, all shares of Series B Preferred Stock will be converted into shares of Holdco Common Stock.

For	Against	Abstain	Broker Non-Votes
9,454,384	1,713,060	1	0

~~Optional~~• ~~Conversion~~Proposal at3E was approved, having received the ~~Holder’s~~affirmative ~~Option~~votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

Holders of Series B Preferred Stock may convert all of their respective shares of Series B Preferred Stock into shares of Holdco Common Stock upon the effectiveness of a registration statement to be filed by Holdco providing for the resale of the shares of Holdco Common Stock issuable upon conversion of shares of Series B Preferred Stock.

For	Against	Abstain	Broker Non-Votes
9,454,384	1,713,061	0	0

~~Conversion~~• ~~Rate~~Proposal 3F was approved, having received the affirmative votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

The number of shares of Holdco Common Stock that each holder of Series B Preferred Stock will receive upon conversion of all of such holder’s shares of Series B Preferred Stock will be the number of shares equal to the Series B Conversion Rate (as defined below) multiplied by the number of shares of Series B Preferred Stock held by such holder (subject to a threshold amount). No fractional shares shall be issued upon the exercise of any conversion right. Any fractional shares that a holder would otherwise be entitled to will be rounded up to the next whole share.

For	Against	Abstain	Broker Non-Votes
9,454,385	1,713,060	0	0

~~“Series~~• Bthe ~~Conversion~~Equity ~~Rate”~~Plan ~~means~~Proposal awas ~~fraction~~approved, ~~whose~~having ~~numerator~~received is the ~~Original~~affirmative ~~Issue~~votes ~~Price,~~of ~~which~~the isholders ~~$10.00~~of ~~per~~a ~~share~~majority of ~~Series~~the Bordinary ~~Preferred~~shares ~~Stock~~represented in person, ~~and~~virtually ~~whose~~or ~~denominator~~by isproxy ~~the~~and ~~lesser~~entitled ofto ~~(i)~~vote ~~the~~thereon ~~Reset Conversion~~and ~~Price~~who orvoted ~~(ii)~~at ~~$12.50.~~the Meeting:

“Reset Conversion Price” means the greater of (a) $5.00 and (b) the 10-trading day volume-weighted average closing price of the Holdco Common Stock.

For	Against	Abstain	Broker Non-Votes
9,904,384	1,263,061	0	0

~~Adjustments~~• the Nasdaq Proposal was approved, having received the affirmative votes of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting:

Holders of Series B Preferred Stock will have rights to certain adjustments for stock dividends stock splits and rights in connection with certain subsequent rights offerings.

For	Against	Abstain	Broker Non-Votes
10,054,385	1,113,060	0	0

~~The~~In ~~foregoing~~connection ~~description~~with of the ~~Series~~Meeting, Bthe ~~Preferred~~Company ~~Stock~~also ~~does~~solicited ~~not~~proxies ~~purport~~with respect to bethe ~~complete~~Adjournment ~~and~~Proposal. isAs ~~subject~~there were sufficient votes to ~~and~~approve the ~~qualified~~Business inCombination ~~its~~Proposal, ~~entirety~~the byMerger ~~reference~~Proposal, tothe Non-Binding Governance Proposals, the ~~form~~Equity ofPlan ~~Series~~Proposal Band ~~Preferred~~the ~~Stock Certificate~~Nasdaq ofProposal, ~~Designation~~as noted above, ~~which~~the isAdjournment ~~filed~~Proposal aswas ~~Exhibit~~rendered ~~3.1~~moot and not presented to ~~this~~the ~~Current~~Company’s shareholders. ~~Report~~No onother ~~Form~~matters ~~8-K~~were ~~and~~submitted isor ~~incorporated~~voted ~~herein~~on by ~~reference~~the Company’s shareholders at the Meeting.

~~Termination~~Item of8.01. ~~Class~~Other ~~B-1 Unit Purchase Agreement~~Events.

OnIn ~~August~~connection ~~25, 2023, Innventure entered into unit purchase agreements (“Purchase Agreements”)~~ with ~~each~~the ofMeeting ~~John Scott, Innventure’s Chief Strategy Officer,~~ and ~~Michael~~the ~~Otworth,~~Business ~~Innventure’s Executive Chairman~~Combination, ~~(each~~shareholders aholding ~~“Purchaser” and together the “Purchasers”)~~8, ~~who are each members of Innventure1 LLC (“Innventure1”)~~310,747 ~~itself~~Class aA ~~related~~Ordinary ~~party~~Shares ofexercised ~~Innventure.~~their ~~Under~~right ~~the terms of the unit purchase agreements, Innventure agreed~~ to ~~issue~~redeem ~~the Purchasers~~such ~~Class~~ shares ~~B-1~~for ~~Preferred~~cash ~~Units~~at ~~upon~~a ~~the~~redemption ~~release~~price of ~~Mr.~~approximately ~~Scott and Mr~~$10.99 ~~Otworth’s~~per ~~contractual restrictions under lock-up agreements entered into between Mr. Scott and Mr. Otworth and PureCycle Technologies~~share, ~~Inc.~~for Onan ~~September~~aggregate ~~20,~~redemption ~~2024,~~amount Innventure and the Purchasers entered into a Termination Agreement (the “Termination Agreement,” which memorialized their determination that it is in their mutual best interests to terminate the Purchase Agreements upon the consummation of ~~the transactions contemplated by the Business Combination Agreement~~$91,335,109.53.

4Item 9.01. Financial Statements and Exhibits.

~~The~~(d) ~~foregoing~~Exhibits. ~~description~~The offollowing ~~the~~exhibits ~~Termination~~are ~~Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Termination Agreement, which is~~ filed ~~as Exhibit~~with ~~10.4 to~~ this ~~Current Report on~~ Form 8-K ~~and is incorporated herein by reference.~~:

Item 3.02 Unregistered Sales of Equity Securities.

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The Series B Preferred Stock is being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

Item 8.01 Other Events.

Recent Developments

At Closing, Holdco will change its name to Innventure, Inc., and its common stock is expected to be listed on the Nasdaq Global Market (the “Nasdaq”) under the ticker symbol “INV” and its warrants are expected to be listed on Nasdaq under the ticker symbol “INVWW.”

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number	Description of Exhibit
3.1	Form of Series B Preferred Stock Certificate of Designation (included as Exhibit A to the Form of Series B Investment Agreement).
10.1	BCA Side Letter, dated September 24, 2024.
10.2	SSA Side Letter, dated September 24, 2024.
10.3	Form of Series B Investment Agreement.
10.4	Termination Agreement, dated September 20, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the parties or the parties’ respective management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the Business Combination, the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, including revenue growth and financial performance, product expansion and services, and the financial condition, results of operations, earnings outlook and prospects of Innventure and/or Learn CW, including, in all cases, statements for the period following the consummation of the Business Combination. Any statements contained herein that are not statements of historical fact are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this current report are based on the current expectations and beliefs of the management of Learn CW and Innventure in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on Learn CW and Innventure as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Learn CW or Innventure will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the SEC by Learn CW, including in the final prospectus relating to Learn CW’s initial public offering, which was filed with the SEC on October 12, 2021 under the heading “Risk Factors,” or made or to be made by Learn SPAC Holdco, Inc., including in the Definitive Proxy Statement. These risks and uncertainties include: expectations regarding Innventure’s strategies and future financial performance, including its future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Innventure’s ability to invest in growth initiatives; the implementation, market acceptance and success of Innventure’s business model and growth strategy; Innventure’s future capital requirements and sources and uses of cash; that Innventure will have sufficient capital upon the approval of the Business Combination to operate as anticipated; Innventure’s ability to obtain funding for its operations and future growth; Holdco's ability to negotiate and close the Additional Preferred Stock Financing; developments and projections relating to Innventure’s competitors and industry; the occurrence of any event, change or other circumstances that could give rise to the termination of the BCA; the outcome of any legal proceedings that may be instituted against Learn SPAC Holdco, Inc., Learn CW or Innventure following announcement of the BCA and the transactions contemplated therein; the inability to complete the Business Combination due to, among other things, the failure to obtain Learn CW shareholder approval; regulatory approvals; the risk that the announcement and consummation of the Business Combination disrupts Innventure’s current plans; the ability to recognize the anticipated benefits of the Business Combination; unexpected costs related to the Business Combination; the amount of any redemptions by existing holders of Learn CW’s common stock being greater than expected; limited liquidity and trading of Learn CW’s securities; geopolitical risk and changes in applicable laws or regulations; the possibility that Learn CW and/or Innventure may be adversely affected by other economic, business, and/or competitive factors; the potential characterization of Innventure as an investment company subject to the Investment Company Act of 1940; operational risk; and the risk that the consummation of the Business Combination is significantly delayed or does not occur. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All forward-looking statements in this current report are made as of the date hereof, based on information available to Learn CW and Innventure as of the date hereof, and Learn CW and Innventure assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Additional Information and Where to Find It

In connection with the Business Combination, Learn SPAC Holdco, Inc. has filed a registration statement with the SEC containing a preliminary proxy statement of Learn CW, a preliminary consent solicitation statement of Innventure and a preliminary prospectus with respect to the combined company’s securities to be issued in connection with the Business Combination. The Registration Statement has been declared effective and a definitive proxy statement/consent solicitation statement/prospectus relating to the Business Combination has been mailed to Learn CW shareholders and sent to Innventure unitholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Learn CW’s shareholders, Innventure’s unitholders and other interested persons are urged to read the definitive proxy statement/consent solicitation statement/prospectus and any amendments or supplements thereto and any other documents filed in connection with the Business Combination, as these materials contain important information about Innventure, Learn CW, the combined company and the Business Combination. The definitive proxy statement/consent solicitation statement/prospectus and other relevant materials for the Business Combination have been mailed to shareholders of Learn CW as of September 10, 2024. Such shareholders may also obtain copies of the definitive proxy statement/consent solicitation statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Learn CW Investment Corporation, 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025.

Participants in the Solicitations

Innventure, Learn CW and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Learn CW’s shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Learn CW’s shareholders in connection with the Business Combination are set forth in the Registration Statement and are set forth in the Definitive Proxy Statement. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Learn CW’s directors and officers in Learn CW’s filings with the SEC and such information is also set forth in the Definitive Proxy Statement.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 26, 2024	LEARN CW INVESTMENT CORPORATION
	LEARN CW INVESTMENT CORPORATION
	By:	/s/ Robert Hutter
Dated: September 30, 2024	By:	/s/ Robert Hutter
	Name:	Robert Hutter
	Title:	Chief Executive Officer

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