•

A notice of extraordinary general meeting and proxy statement of Learn CW under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the Learn CW extraordinary general meeting being held on [ ], where Learn CW shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the proposals described herein;

•

A notice of solicitation of written consent and consent solicitation statement of Innventure, whereby holders of Innventure’s Class A Units, Class B Preferred Units and Class B-1 Preferred Units are being asked to approve the Business Combination Agreement and the Transactions; and

•

A prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the (i) shares of Holdco common stock that Learn CW shareholders and holders of Innventure equity, profits interests and warrants will receive in the Business Combination, (ii) Holdco warrants that holders of Learn CW warrants will receive in the Business Combination and (iii) shares of Holdco common stock that may be issued upon exercise of such Holdco warrants.

(i)

40% of the Company Earnout Shares will be issuable upon Accelsius, Inc. having entered into binding contracts providing for revenue for the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing (the “Vesting Period”) in excess of $15 million in revenue;

(ii)

40% of the Company Earnout Shares will be issuable upon the Company’s formation of a new subsidiary, in partnership with a Multi-National Company (as defined in the Business Combination Agreement), as determined using the Company’s “DownSelect” process, within the Vesting Period; and

(iii)

20% of the Company Earnout Shares will be issuable upon AeroFlexx, LLC having received in excess of $15 million revenue within the Vesting Period.

(i)

(a) hold public shares, or (b) hold public shares through units, and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Equiniti Trust Co, LLC (“Equiniti”), Learn CW’s transfer agent, in which you (a) request that Learn CW redeem all or a portion of your Class A ordinary shares of Learn CW (the “Learn CW Class A Ordinary Shares”), for cash, and (b) identify yourself as the beneficial holder of the Learn CW Class A Ordinary Shares and provide your legal name, phone number and address; and

(iii)

deliver your public shares to Equiniti physically or electronically through The Depository Trust Company (“DTC”).

•

“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at the Closing by and among Holdco, the Sponsor and certain other holders of the Holdco Common Stock, the form of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex F;

•

“Accelsius” are to Accelsius Holdings LLC, a Delaware limited liability company and a majority-owned subsidiary of Innventure;

•

“Acquisition Proposal” are to any written inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction (other than Learn CW and the Sponsor or their respective representatives);

•

“Adjournment Proposal” are to the proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the LCW Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals;

•

“AeroFlexx” or “AFX” are to AeroFlexx, LLC, a Delaware limited liability company;

•

“Alternative Transaction” are to (a) with respect to Innventure and its controlled affiliates, a transaction or a series of transactions (other than the Transactions) concerning (i) the sale or divestiture (whether directly or indirectly) of all or any part of the business or assets of the Target Companies or their respective controlled affiliates, (ii) the sale or issuance of, or any similar investment in, any of the shares or other equity interests or profits of the Target Companies or their respective controlled affiliates, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership or otherwise, or (iii) a merger, consolidation, share exchange, business combination, reorganization, merger, liquidation, dissolution or other similar transaction involving the sale or disposition of the Target Companies and (b) with respect to Learn CW and its affiliates, a transaction (other than the Transactions) concerning a business combination involving Learn CW;

•

“Business Combination” are to the combination of Learn CW, Innventure and Holdco pursuant to the transactions contemplated by the Business Combination Agreement;

•

“Business Combination Agreement” are to the Business Combination Agreement, dated as of October 24, 2023, by and among Learn CW, Holdco, LCW Merger Sub, Innventure Merger Sub, and Innventure;

•

“Business Combination Proposal” are to the proposal to approve by ordinary resolution (i) the Business Combination, (ii) the adoption of the Business Combination Agreement, (iii) the Plan of Merger and (iv) the transactions contemplated by the Business Combination Agreement, as more fully described elsewhere in this proxy statement/consent solicitation statement/prospectus;

•

“Cayman Constitutional Documents” are to Learn CW’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

•

“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

•

“Closing” are to the closing of the Business Combination;

•

“Closing Date” are to the date of the Closing of the Business Combination;

•

“Code” means the Internal Revenue Code of 1986, as amended;

•

“Company” are to Innventure, unless otherwise specified or the context otherwise requires;

•

“Condition Precedent Approvals” are to the approval at the extraordinary general meeting of the Condition Precedent Proposals;

•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Merger Proposal and the Equity Plan Proposal, collectively;

•

“DGCL” are to the General Corporation Law of the State of Delaware, as amended;

•

“DTC” are to The Depository Trust Company;

•

“Effective Times” are to the LCW Merger Effective Time and the Innventure Merger Effective Time;

•

“Equity Plan” are to the Innventure, Inc. 2024 Equity and Incentive Compensation Plan to be considered for adoption and approval by the Learn CW shareholders pursuant to the Equity Plan Proposal;

•

“Equity Plan Proposal” are to the proposal to approve by ordinary resolution the Equity Plan;

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

“Extension Meeting” are to the extraordinary general meeting of shareholders of Learn CW held on October 11, 2023, for the purpose of approving amendments to the Cayman Constitutional Documents to, among other things, extend the date by which Learn CW must consummate an initial business combination;

•

“extraordinary general meeting” are to the extraordinary general meeting of Learn CW duly called by the LCW Board and held for the purpose of considering and voting upon the proposals set forth in this proxy statement/consent solicitation statement/prospectus;

•

“founder shares” are to Learn CW Class B Ordinary Shares initially issued to the Sponsor in a private placement prior to the initial public offering and the Learn CW Class A Ordinary Shares that will be issued upon the automatic conversion of the Learn CW Class B Ordinary Shares at the time of the Business Combination;

•

“GAAP” or “U.S. GAAP” are to accounting principles generally accepted in the United States of America;

•

“Holdco” are to Learn SPAC HoldCo, Inc., a Delaware corporation;

•

“Holdco Board” are to the board of directors of Holdco;

•

“Holdco Common Stock” are to Holdco common stock, par value $0.0001 per share;

•

“Holdco Warrants” are to the warrants of Holdco that holders of Learn CW Warrants will receive in the Business Combination;

•

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

“Innventure” are to Innventure LLC, a Delaware limited liability company;

•

“Innventure Board” are to Innventure’s board of managers;

•

“Innventure Companies” are to AeroFlexx and Accelsius;

•

“Innventure Members” are to the holders of Innventure Units, other than the Class PCTA Units and the Class I Units;

•

“Innventure Merger” are to the merger of Innventure Merger Sub with and into Innventure, with Innventure as the surviving entity in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement;

•

“Innventure Merger Effective Time” are to the time at which the Innventure Merger shall become effective in accordance with the Business Combination Agreement;

•

“Innventure Merger Sub” are to Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco;

•

“Innventure Units” are to, prior to the Business Combination, the Class A Units, Class B Preferred Units, Class B-1 Preferred Units, Class C Units, Class PCTA Units, and Class I Units of Innventure;

•

“Innventure Voting Members” are to the holders of the Class A Units, Class B Preferred Units and Class B-1 Preferred Units of Innventure;

•

“initial public offering” or “IPO” are to Learn CW’s initial public offering, which was consummated on October 13, 2021;

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

•

“IPO registration statement” are to the Registration Statement on Form S-1 filed by Learn CW in connection with its initial public offering;

•

“IRS” are to the U.S. Internal Revenue Service;

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•

“LCW Board” are to the board of directors of Learn CW;

•

“LCW Merger” are to the merger of LCW Merger Sub with and into Learn CW, with Learn CW being the surviving company in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement;

•

“LCW Merger Effective Time” are to the time at which the LCW Merger shall become effective in accordance with the Business Combination Agreement;

•

“LCW Merger Sub” are to LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco;

•

“Learn CW” are to Learn CW Investment Corporation, a Cayman Islands exempted company;

•

“Learn CW Class A Ordinary Shares” are to Learn CW’s Class A ordinary shares, par value $0.0001 per share;

•

“Learn CW Class B Ordinary Shares” are to Learn CW’s Class B ordinary shares, par value $0.0001 per share;

•

“Learn CW Ordinary Shares” are to ordinary shares of Learn CW, including Learn CW Class A Ordinary Shares and Learn CW Class B Ordinary Shares;

•

“Learn CW Private Placement Warrants” are to the 7,146,000 warrants sold in a private placement to the Sponsor simultaneously with the closing of the IPO at a price of $1.00 per warrant;

•

“Learn CW Public Warrants” are to the 11,500,000 warrants included in the Learn CW Units;

•

“Learn CW Units” are to the units of Learn CW, each consisting of one Learn CW Class A Ordinary Share and one-half of one redeemable warrant, issued and outstanding as of the Signing Date;

•

“Learn CW Warrants” are to the warrants of Learn CW that entitle its holder to purchase Learn CW Ordinary Shares at a price of $11.50 per share;

•

“Merger Consideration” are to the aggregate consideration to be paid to the holders of Innventure’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the Class I Units;

•

“Merger Proposal” are to the proposal to approve by special resolution the LCW Merger and related Plan of Merger and to authorize the merger of LCW Merger Sub with and into Learn CW, with Learn CW surviving the merger;

•

“Merger Subs” are to LCW Merger Sub together with Innventure Merger Sub;

•

“Mergers” are to the LCW Merger together with the Innventure Merger;

•

“Milestone(s)” are to any of (i) Accelsius, Inc. having entered into binding contracts providing for revenue to the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing in excess of $15 million in revenue, (ii) the Company’s formation of a new subsidiary, in partnership with a Multi-National Company, as determined using the Company’s “Down Select” process and (iii) AeroFlexx having received in excess of $15 million in revenue within seven years following the Closing;

•

“Multinational Corporation” or “MNC” are to a company with at least $5 billion in trailing twelve-month revenue.

•

“Nasdaq” are to the Nasdaq Capital Market;

•

“Non-Binding Governance Proposals” are to the proposal to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between the Cayman Constitutional Documents and the proposed amended and restated certificate of incorporation of Holdco, presented separately in accordance with the SEC requirements;

•

“NYSE” are to the New York Stock Exchange;

•

[“NYSE American” are to the New York Stock Exchange American LLC];

•

“Operating Companies” are to AeroFlexx, Accelsius and Innventure's future subsidiary companies that Innventure founds, funds and operates going forward;

•

“Original Sponsor Letter Agreement” are to the letter agreement dated October 7, 2021, by and among Learn CW and its officers, directors, director nominees, and the Sponsor;

•

“Outside Date” are to October 13, 2024;

•

“Person” are to an individual (including current and former employees), corporation, company, partnership (including a general partnership, limited partnership, exempted limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision of any government, or an agency or instrumentality of any government;

•

“Plan of Merger” are to the plan of merger to be entered into between Learn CW and LCW Merger Sub relating to the LCW Merger and to be filed with the Registrar of Companies in the Cayman Islands pursuant to the Cayman Islands Companies Act, the form of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex B;

•

“Proposed Bylaws” are to the proposed bylaws of Holdco as of the Innventure Merger Effective Time, attached to this proxy statement/consent solicitation statement/prospectus as Annex J;

•

“Proposed Certificate of Incorporation” are to the proposed amended and restated certificate of incorporation of Holdco as of the Innventure Merger Effective Time, attached to this proxy statement/consent solicitation statement/prospectus as Annex I;

•

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

•

“public shareholders” are to holders of public shares, whether acquired in Learn CW’s initial public offering or acquired in the secondary market;

•

“public shares” are to the Learn CW Class A Ordinary Shares (including those included in the Learn CW Units) that were offered and sold by Learn CW in its initial public offering and registered pursuant to the IPO registration statement;

•

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;

•

“Redemption Shares” are to Learn CW Class A Ordinary Shares that are properly submitted for redemption in connection with the solicitation of proxies to approve the Business Combination;

•

“Registration Statement” are to the registration statement on Form S-4 filed with the SEC by Holdco, as it may be amended or supplemented from time to time (File No. 333-276714);

•

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

•

“SEC” are to the United States Securities and Exchange Commission;

•

“Securities Act” are to the Securities Act of 1933, as amended;

•

“Sponsor” are to CWAM LC Sponsor LLC, a Delaware limited liability company;

•

“Sponsor Persons” are to Sponsor and each of Learn CW’s executive officers and directors;

•

“Target Companies” are to Innventure and its direct and indirect subsidiaries;

•

“Transactions” are to the transactions contemplated by the Business Combination Agreement;

•

“Treasury Regulations” are to the regulations, including proposed and temporary regulations, promulgated under the Code;

•

“Trust Account” are to the Trust Account established at the consummation of Learn CW’s initial public offering and maintained by U.S. Bank, National Association, acting as trustee;

•

“Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy Learn CW’s obligations to its shareholders (if any) that exercise their redemption rights;

•

“VWAP” are to the volume-weighted average price; and

•

“we,” “us,” “the company” or “our company” are to Learn CW Investment Corporation, a Cayman Islands exempted company, except where otherwise explicitly defined.

•

expectations regarding Innventure’s and the Innventure Companies’ strategies and future financial performance, including their 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;

•

the implementation, market acceptance and success of the Innventure Companies’ business models and growth strategies;

•

that Innventure will have sufficient capital upon the approval of the proposed Business Combination to operate as anticipated;

•

Innventure’s future capital requirements and sources and uses of cash;

•

Innventure’s ability to obtain funding for its operations and future growth;

•

developments and projections relating to Innventure’s and the Innventure Companies’ competitors and industries;

•

the Innventure Companies’ ability to meet, and to continue to meet, applicable regulatory requirements for the use of their products, including in food grade applications;

•

the Innventure Companies’ ability to comply on an ongoing basis with the numerous regulatory requirements applicable to their products and facilities;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination Agreement;

•

the outcome of any legal proceedings that may be instituted against Learn CW or Innventure following announcement of the proposed Business Combination Agreement and the transactions contemplated therein;

•

the inability to complete the proposed Business Combination due to, among other things, the failure to obtain the required Learn CW shareholder approval;

•

regulatory approvals;

•

the risk that the announcement and consummation of the proposed Business Combination disrupts Innventure’s current plans;

•

the ability to recognize the anticipated benefits of the proposed Business Combination;

•

unexpected costs related to the proposed 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;

•

operational risk; and

•

the risk that the consummation of the proposed Business Combination is significantly delayed or does not occur.

Q:

Why am I receiving this document?

A:

This document, which we refer to as this “proxy statement/consent solicitation statement/prospectus,” constitutes a proxy statement of Learn CW, a consent solicitation statement of Innventure and a prospectus of Holdco. You are receiving these materials because you are either (i) a shareholder of record or a beneficial holder of Learn CW on [ ], the record date for the extraordinary general meeting or (ii) a member of Innventure. Learn CW and Innventure have agreed to a business combination through a series of transactions, including the Mergers, subject to the terms and conditions of the Business Combination Agreement and the other transaction agreements. A copy of the Business Combination Agreement is attached as Annex A. Learn CW shareholders are being asked to consider and vote upon a proposal to approve the Business Combination and a number of other proposals. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal” for more detail. Innventure is soliciting the written consents of Innventure Voting Members with respect to the approval of the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “Innventure’s Solicitation of Written Consents” for more detail. Holdco is providing the prospectus contained herein for the related offering of Holdco Common Stock and Holdco Warrants issuable in connection with the Business Combination.

Q:

Can I attend the extraordinary general meeting in person?

A:

Yes. Learn CW shareholders will be able to attend the extraordinary general meeting in person, which will be held on [ ], at [ ] Eastern Time, at the offices of [ ].

Q:

What are the transactions described in this document?

A:

On October 24, 2023, Learn CW entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, the parties thereto will enter into the Business Combination, pursuant to which, among other things, (i) LCW Merger Sub will merge with and into Learn CW, with Learn CW as the surviving company of the LCW Merger, and (ii) Innventure Merger Sub will merge with and into Innventure, with Innventure as the surviving entity of the Innventure Merger. Following the Mergers, each of Learn CW and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At Closing, Holdco will change its name to Innventure, Inc., its common stock is expected to be listed on [NYSE American] under the ticker symbol “INV” and its warrants are expected to be listed on [NYSE American] under the ticker symbol “INVW.”

Q:

What is Innventure LLC?

A:

Innventure was founded in 2015 and currently operates its business under a Delaware limited liability company that was formed in 2017. Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions acquired or licensed from Multinational Corporations (“MNCs”). As owner-operators, Innventure takes what it believes to be breakthrough technologies from early evaluation to scaled commercialization utilizing 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 at least $1 billion. Innventure defines “disruptive” as innovations that have the ability to significantly change the way businesses, industries, markets and/or consumers operate. See the section entitled “Information About Innventure” for more detail.

Q:

What will happen in the Mergers?

A:

Effect of the LCW Merger. On the terms and subject to the conditions set forth in the Business Combination Agreement, at the LCW Merger Effective Time, by virtue of the LCW Merger:

(i)

each Learn CW Ordinary Share issued and outstanding immediately prior to the LCW Merger Effective Time (other than shares to be cancelled in accordance with the Business Combination Agreement and any Redemption Shares (as defined above)) will be automatically surrendered and cancelled and converted into the right to receive one share of Holdco Common Stock;

(ii)

each Redemption Share will not be converted into and become a share of Holdco Common Stock, and will at the LCW Merger Effective Time be converted into the right to receive from Learn CW, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights; and

(iii)

at the LCW Merger Effective Time, by virtue of the assumption of the warrant agreement, dated as of October 12, 2021, between Learn CW and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Warrant Agreement”), Holdco shall assume each Learn CW Warrant. Each Learn CW Warrant that is outstanding immediately prior to the LCW Merger Effective Time will automatically and irrevocably be modified to provide that such Learn CW Warrant will no longer entitle the holder thereof to purchase the number of Learn CW Ordinary Shares set forth therein and in substitution thereof such Learn CW Warrant will entitle the holder thereof to acquire such number of shares of Holdco Common Stock per Learn CW Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement.

Q:

How will Holdco be managed following the Business Combination?

A:

Following the Closing, it is expected that Holdco’s management will be composed of members of the current management of Innventure and the Holdco Board will consist of nine directors, who will be divided into three classes (Class I, II and III) each consisting of three directors.

Q:

In addition to the requisite approvals of Learn CW shareholders and Innventure Voting Members, is the completion of the Business Combination subject to any other conditions?

A:

Yes. The respective obligations of each party to effect the Closing are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Business Combination Agreement.

Q:

Following the Business Combination, will Learn CW’s securities continue to trade on a stock exchange?

A:

No. Learn CW and Innventure anticipate that, following consummation of the Business Combination, the Learn CW Ordinary Shares, Learn CW Warrants and Learn CW Units will be delisted from the NYSE, and Learn CW’s securities will be deregistered under the Exchange Act. However, Learn CW and Innventure have applied to list Holdco Common Stock and Holdco Warrants on [NYSE American] upon the Closing under the ticker symbols ‘‘INV” and “INVW,” respectively.

Q:

What are the material U.S. federal income tax consequences as a result of the Business Combination?

A:

Subject to the rules for “passive foreign investment companies,” referred to as “PFICs,” and the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Consequences,” the exchange of Learn CW Ordinary Shares for shares of Holdco Common Stock pursuant to the LCW Merger (together with the related transactions in the Business Combination) should qualify as a tax-deferred exchange described in Section 351 of the Code for U.S. federal income tax purposes. In addition, the parties intend for U.S. federal income tax purposes the Learn CW Merger also qualifies as a tax-deferred reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”) to the extent the applicable requirements are satisfied. If the Learn CW Merger only qualifies as a tax-deferred exchange under Section 351 of the Code and does not qualify as a Reorganization, then the exchange of Learn CW Public Warrants for Holdco Warrants in the Learn CW Merger would not qualify for tax-deferred treatment and would be taxable as further described in the section entitled “Material U.S. Federal Income Tax Consequences - U.S. Holders.” There are significant factual and legal uncertainties as to whether the Learn CW Merger will qualify as a Reorganization, including that the assets of Learn CW are only investment-type assets and that it cannot be determined until following the closing of the Business Combination whether Holdco will continue a significant line of Learn CW’s historic business or use a significant portion of Learn CW’s historic business assets. Under Section 368(a) of the Code, a transaction must satisfy certain requirements, including, among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Learn CW Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, due to the absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as Learn CW, the qualification of the Learn CW Merger as a Reorganization is not free from doubt and the IRS or a court could take a different position. Moreover, qualification of the Learn CW Merger as a Reorganization is based on facts which will not be known until the closing of the Business Combination. As a result, Sidley Austin LLP is unable to opine as to whether the Learn CW Merger constitutes a Reorganization. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination so qualifies for such tax-deferred treatment, and neither Learn CW nor Holdco intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or Learn CW to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, no assurance can be given that the Learn CW Merger will qualify for tax-deferred treatment under Section 351 or Section 368(a) of the Code.

Q:

What proposals are shareholders of Learn CW being asked to vote upon?

A:

At the extraordinary general meeting, Learn CW is asking holders of Learn CW Ordinary Shares to consider and vote upon:

•

a proposal to approve by ordinary resolution and adopt (i) the Business Combination, (ii) the Business Combination Agreement, (iii) the Plan of Merger and (iv) each of the transactions contemplated by the Business Combination Agreement, as more fully described elsewhere in this proxy statement/consent solicitation statement/prospectus;

•

a proposal to approve by special resolution the LCW Merger and the associated Plan of Merger related to the LCW Merger;

•

proposals to approve by ordinary resolution and on a non-binding advisory basis, certain material differences between Learn CW’s Amended and Restated Memorandum and Articles of Association and the Proposed Certificate of Incorporation and Proposed Bylaws;

•

a proposal to approve by ordinary resolution the Equity Plan; and

•

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes present to constitute a quorum or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the proxy statement/consent solicitation statement/prospectus is provided to Learn CW shareholders or if it is determined that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the LCW Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals.

Q:

Did the LCW Board recommend the Business Combination Proposals and the other proposals?

A:

After careful consideration, the LCW Board has determined that the Business Combination Proposal, the Merger Proposal, the Non-Binding Governance Proposals, the Equity Plan Proposal, and the Adjournment Proposal are in the best interests of Learn CW and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

Q:

Are the Learn CW proposals conditioned on one another?

A:

Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement may be terminated and the Business Combination may not be consummated. Proposal No. 3 and No. 5 are not conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. Proposal No. 3 includes non-binding advisory proposals.

Q:

What matters are members of Innventure being asked to consider?

A:

Innventure is soliciting the written consents of Innventure Voting Members with respect to the approval of the Business Combination Agreement and the Transactions contemplated thereby. See the section entitled “Innventure’s Solicitation of Written Consents” for more detail.

Q:

Did the Innventure Board recommend the Business Combination and the approval of the Innventure Transaction Proposal?

A:

After careful consideration, the Innventure Board has: (i) determined that the Business Combination Agreement and the Transactions contemplated thereby are advisable, fair to, and in the best interests of, Innventure and its members; (ii) approved the Business Combination Agreement and the Transactions contemplated thereby; and (iii) recommended that Innventure Voting Members APPROVE the Innventure Transaction Proposal by returning a signed written consent.

Q:

How can Innventure Voting Members return their written consents?

A:

Innventure Voting Members who wish to submit their consent to approve the Innventure Transaction Proposal must fill out the enclosed written consent, date and sign it, and promptly return it to Innventure. Once you have completed, dated and signed the written consent, you may deliver it to Innventure by emailing a PDF copy of your written consent to consents@innventure.com, or by mailing your written consent to Innventure’s principal executive offices located at 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.

Q:

If I am an Innventure Voting Member, what happens if I do not return a written consent?

A:

If you are an Innventure Voting Member and do not return a signed written consent, then that will have the same effect as a vote AGAINST the Innventure Transaction Proposal.

Q:

If I am an Innventure Voting Member, what is the deadline for returning my written consent?

A:

The [ ] day after the date of this proxy statement/consent solicitation statement/prospectus is the targeted final date for receipt of written consents from Innventure Voting Members. Innventure reserves the right to extend the final date for receipt of written consents beyond such date in the event that sufficient consents approving the Innventure Transaction Proposal have not been obtained by that date. Any such extension may be made without notice to Innventure Voting Members.

Q:

If I am an Innventure Voting Member, can I revoke my written consent?

A:

Yes, you may revoke your consent to the Innventure Transaction Proposal at any time before a sufficient number of consents from Innventure Voting Members to approve such proposal have been submitted to Innventure. If you wish to revoke your consent before that time, then you may do so by delivering a notice of revocation to Innventure by email to consents@innventure.com or by mail to Innventure’s principal executive offices located at 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.

Q:

If I am an Innventure Class B Preferred Warrant Holder, do I need to do anything in connection with the consummation of the Business Combination?

A:

Yes, you need to sign the cashless exercise description and acknowledgment letter (the “Exercise Letter”) distributed by Innventure on April 9, 2024. By signing the Exercise Letter, you agree that, in connection with, and effective immediately prior to, the consummation of the Business Combination, your Class B Preferred Warrants will be automatically exercised in accordance with their net exercise provision, and you will receive Class B Preferred Units. Furthermore, upon exercise, the Class B Preferred Warrants will be deemed canceled, and the Class B Preferred Units for which the Class B Preferred Warrants are exercised will, immediately upon consummation of the Business Combination, be automatically converted into Holdco Common Stock upon the terms and subject to the conditions set forth in the Business Combination Agreement.

Q:

Why is Learn CW proposing the Business Combination?

A:

Learn CW was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Q:

What will Innventure stockholders receive in return for Learn CW’s acquisition of all of the issued and outstanding equity interests of Innventure?

A:

The Merger Consideration to be paid to the Innventure Members at the Closing will consist of a number of shares of Holdco Common Stock equal to (i) (A) $435 million minus (B) the outstanding indebtedness as of the Closing (not including indebtedness from any Additional Financing (as defined in the Business Combination Agreement)), if any, plus (C) cash and cash equivalents (not including cash from any Additional Financing) held by the Company and its direct and indirect subsidiaries as of the Closing, divided by (ii) $10.00. A portion of the aggregate Merger Consideration will be in the form of a contingent right to receive up to five million shares of Holdco Common Stock in the aggregate (the “Company Earnout Shares”), subject to the following milestone conditions (the “Milestone Conditions):

(i)

40% of the Company Earnout Shares will be issuable upon Accelsius having entered into binding contracts providing for revenue for the Company Group (as defined in the Business Combination Agreement) within seven years following the Closing (the “Vesting Period”) in excess of $15 million in revenue;

(ii)

40% of the Company Earnout Shares will be issuable upon the Company’s formation of a new subsidiary, in partnership with an MNC, as determined using the Company’s “DownSelect” process, within the Vesting Period; and

(iii)

20% of the Company Earnout Shares will be issuable upon AeroFlexx having received in excess of $15 million in revenue within the Vesting Period.

Q:

What equity stake will current Learn CW shareholders and Innventure Members hold in Holdco: (i) immediately after the consummation of the Business Combination and (ii) taking into account all possible sources of dilution contemplated at the time of the Business Combination?

A:

As of the date of this proxy statement/consent solicitation statement/prospectus, there are (i) 15,088,421 Learn CW Ordinary Shares issued and outstanding, consisting of the 5,630,000 founder shares held by the Sponsor, the 120,000 founder shares in the aggregate held by the directors and executive officers of Learn CW and the 9,338,421 public shares and (ii) 18,646,000 Learn CW Warrants issued and outstanding, consisting of the 7,146,000 Learn CW Private Placement Warrants held by the Sponsor and 11,500,000 Learn CW Public Warrants. Each whole warrant entitles the holder thereof to purchase one Learn CW Class A Ordinary Share at $11.50 per share and, following the LCW Merger, will entitle the holder thereof to purchase one share of Holdco Common Stock at $11.50 per share.

(1)

Represents 38,485,200 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration. This excludes issuance of up to 5,000,000 Company Earnout Shares because at Closing none of the Milestones will have been achieved and will be considered a liability of Innventure and not an equity interest at Closing.

(2)

Gives effect to the forfeiture of: (i) 750,000 Learn CW Class B Ordinary Shares pursuant to the Sponsor Support Agreement across all scenarios presented; and (ii) an incremental 141,131, 1,010,566 and 1,567,474 Learn CW Class B Ordinary Shares for the 50%, 75% Redemptions and Maximum Redemptions scenarios, respectively, reflecting forfeitures of At Risk Sponsor Shares. Further, excludes 344,944 Sponsor Earnout Shares that the Sponsor will receive at Closing, subject to transfer restrictions and potential forfeit if the Milestones are not achieved within seven years because this interest is considered a liability to the Sponsor and not an equity interest at Closing.

(1)

Represents 38,485,200 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration plus the issuance of up to 5,000,000 Company Earnout Shares assuming that the Milestones have been achieved and are considered as part of equity at that time.

(2)

Gives effect to the forfeiture of: (i) 750,000 Learn CW Class B Ordinary Shares pursuant to the Sponsor Support Agreement across all scenarios presented; and (ii) of an incremental 141,131, 1,010,566 and 1,567,474 Learn CW Class B Ordinary Shares for the 50% Redemptions, 75% Redemptions and Maximum Redemptions scenarios, respectively, reflecting forfeitures of At Risk Sponsor Shares. Further includes the 344,944 Sponsor Earnout Shares that the Sponsor will receive at Closing and assumes that the Milestones have been achieved and, therefore, the Sponsor Earnout Shares are no longer subject to forfeiture and are considered as part of equity at that time.

(3)

Represents the issuance of Holdco Common Stock to Yorkville under the SEPA in exchange for cash less a discount of up to 5% and making certain other assumptions in connection with the limitations, including exchange caps, issuances and subscriptions based on trading volumes, set forth within the SEPA. This scenario assumes that the 9.99% voting rights limitation is calculated using all the Holdco Common Stock available at the time except the Company Earnout Shares and Sponsor Earnout shares due to uncertainty surrounding timing of achievement of the Milestones relative to the availability of funds under the SEPA.

Q:

How has the announcement of the Business Combination affected the trading price of the Learn CW Class A Ordinary Shares?

A:

On October 23, 2023, the last trading date before the public announcement of the execution of the Business Combination Agreement, the reported closing price on the NYSE of the Learn CW Units and Learn CW Class A Ordinary Shares was $10.66 and $10.70, respectively. On [ ], the most recent practicable date prior to the date of this proxy statement/consent solicitation statement/prospectus, the reported closing price on the NYSE of the Learn CW Units and Learn CW Class A Ordinary Shares was $[ ] and $[ ], respectively.

Q:

Do I have redemption rights?

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/consent solicitation statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Q:

Will how I vote affect my ability to exercise redemption rights?

A:

No. You may exercise your redemption rights whether you vote your Learn CW Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other proposal to be voted upon at the extraordinary general meeting. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

Q:

How do I exercise my redemption rights?

A:

If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Equiniti Trust Co, LLC, Learn CW’s transfer agent (“Equiniti”), in which you (a) request that Learn CW redeem all or a portion of your Learn CW Class A Ordinary Shares for cash, and (b) identify yourself as the beneficial holder of the Learn CW Class A Ordinary Shares and provide your legal name, phone number and address; and

(iii)

deliver your public shares to Equiniti physically or electronically through The Depository Trust Company (“DTC”).

Q:

If I am a holder of Learn CW Units, can I exercise redemption rights with respect to my Learn CW Units?

A:

No. Holders of issued and outstanding Learn CW Units must elect to separate the Learn CW Units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your Learn CW Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Learn CW Units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Equiniti directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Equiniti by 5:00 p.m., Eastern Time, on [ ] (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:

What are the material U.S. federal income tax consequences of exercising my redemption rights?

A:

We expect that a U.S. holder that exercises its redemption rights to receive cash in exchange for its Learn CW Ordinary Shares generally will be treated as selling such shares in a taxable transaction resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Learn CW Ordinary Shares that such U.S. holder owns or is deemed to own prior to and following the redemption. For a more complete discussion of the U.S. federal income tax consequences of a U.S. holder’s exercise of redemption rights, see the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Holders — Redemption of Learn CW Ordinary Shares Pursuant to the Learn CW Shareholder Redemption.”

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:

Following the closing of Learn CW’s initial public offering, an amount equal to $232,300,000 of the net proceeds from Learn CW’s IPO and the sale of the Learn CW Private Placement Warrants was placed in the Trust Account. As of [ ], 2024, funds in the Trust Account totaled approximately $[ ] and were comprised entirely of money market funds invested in U.S. Treasury securities with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Learn CW initially had until October 13, 2023 to consummate an initial

Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

(1)

Assumes redemptions of 2,142,105 Learn CW Class A Ordinary Shares in connection with the Business Combination.

(2)

Assumes redemptions of 4,284,211 Learn CW Class A Ordinary Shares in connection with the Business Combination. This level of redemption triggers the forfeiture of 141,131 At Risk Sponsor Shares.

(3)

Assumes redemptions of 6,426,316 Learn CW Class A Ordinary Shares in connection with the Business Combination. This level of redemption triggers the forfeiture of 1,010,566 At Risk Sponsor Shares.

(4)

Assumes redemptions of 8,568,421 Learn CW Class A Ordinary Shares in connection with the Business Combination. This level of redemption triggers the forfeiture of 1,567,474 At Risk Sponsor Shares.

(5)

Based on a post-transaction equity value of Holdco of the following:

(5)(a)

Based on a post-transaction equity value of Holdco of approximately $528,236, calculated by multiplying (a) the sum of (i) 38,485,200 shares of Holdco Common Stock to be issued at the Closing as the Merger Consideration and (ii) 9,338,421 shares of Learn CW Class A ordinary shares and, assuming no redemptions by the public shareholders, 4,880,000 of Learn CW Class B Ordinary Shares held by the Sponsor, 120,000 Learn CW Class B Ordinary Shares held by Learn CW’s independent directors convertible into shares of Holdco Common Stock on a one-to-one basis upon the Closing, by (b) $10.00.

(5)(b)

Based on a post-transaction equity value of Holdco of approximately $504,815, or approximately $528,236 less the approximately $23,421 (or $10.93 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 2,142,105 Learn CW Class A ordinary shares in connection with the Business Combination.

(5)(c)

Based on a post-transaction equity value of Holdco of approximately $479,850, or approximately $528,236 less the approximately $48,386 (or $10.93 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 4,284,211 Learn CW Class A ordinary shares and the forfeiture of 141,131 At Risk Sponsor Shares in connection with the Business Combination.

(5)(d)

Based on a post-transaction equity value of Holdco of approximately $446,923, or approximately $528,236 less the approximately $81,313 (or $10.93 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 6,426,316 Learn CW Class A ordinary shares and the forfeiture of 1,010,566 At Risk Sponsor Shares in connection with the Business Combination.

(5)(e)

Based on a post-transaction equity value of Holdco of approximately $417,412, or approximately $528,236 less the approximately $110,824 (or $10.93 per share, representing its per share portion of the principal in the trust account) that would be paid from the Trust Account to redeem 8,568,421 Learn CW Class A ordinary shares and the forfeiture of 1,567,474 At Risk Sponsor Shares in connection with the Business Combination.

(5)(f)

Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $230,000 (or $11.50 per share).

(5)(g)

Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full exercise of the Learn CW Private Placement Warrants for a total cash exercise price of approximately $142,920 (or $11.50 per share).

(5)(h)

Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full draw of capital allowable from the SEPA at the price of $9.50 per share.

(5)(i)

Based on a post-transaction equity value of Holdco at the Base Scenario in the respective redemption scenario column plus the full achievement of the Milestones related to liability classified Company Earnout Shares and Sponsor Earnout Shares at $10.97 per share (the closing price of LCW on August 1, 2024)

(6)

Represents (a) the 38,485,200 shares of Holdco Common Stock issued to existing Innventure Members at Closing as the Merger Consideration, (b) the 9,338,421 Learn CW Class A ordinary shares that will be converted into shares of Holdco Common Stock at the Closing on a one-to-one basis, less any shares that are redeemed and (c) 5,630,000 Learn CW Class B Ordinary Shares held by the Sponsor (which include the Sponsor’s At Risk Holdco Shares that the Sponsor may receive at Closing) and 120,000 Learn CW Class B Ordinary Shares held by Learn CW’s independent directors that will be converted into shares of Holdco Common Stock at the Closing on a one-to-one basis, less Sponsor forfeitures available at Closing. The Base Scenario does not include any adjustment with respect to the Company and Sponsor Earnout Shares as they are liability classified at Closing and contingent on the achievement of any of the Milestones in the future. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” and “Shareholder Proposal No. 1 — Summary of the Business Combination Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Earnout Shares as described in the Sponsor Support Agreement and Company Earnout Shares as described in the Business Combination Agreement, respectively.

(7)

Represents the Base Scenario plus 11,500,000 shares of Holdco Common Stock issuable upon the exercise of the Public Warrants.

(8)

Represents the Base Scenario plus 7,146,000 shares of Holdco Common Stock issuable upon the exercise of the Private Placement Warrants.

(9)

Represents the Base Scenario plus the full draw of capital allowable from the SEPA (9.99% of voting shares) at the Base Scenario price less the maximum discount allowable by the agreement (5%) equaling a purchase price of $9.50 per share and making certain other assumptions in connection with the limitations, including exchange caps, issuances and subscriptions based on trading volumes, set forth within the SEPA.

(10)

Represents the Base Scenario plus 5,344,944 shares of Holdco Common Stock issuable upon the full achievement of the Milestones related to liability classified Company Earnout Shares and Sponsor Earnout Shares. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Sponsor Support Agreement” and “Shareholder Proposal No. 1 — Summary of the Business Combination Agreement” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Earnout Shares as described in the Sponsor Support Agreement and Company Earnout Shares as described in the Business Combination Agreement, respectively.

(11)

The Adjusted Base Scenario uses the same assumptions as the Base Scenario described above but removes the Sponsor’s At Risk Holdco Shares that the Sponsor may receive at Closing, subject to transfer restrictions and eventual forfeit if the VWAP Completion Event (as defined in the Sponsor Support Agreement) is not achieved within seven years.

Q:

When do you expect the Business Combination to be completed?

A:

The Business Combination is expected to be completed in 2024.

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the Transactions?

A:

Learn CW’s shareholders may be entitled to give notice to Learn CW prior to the meeting that they wish to dissent to the LCW Merger and to receive payment of fair market value for his or her Learn CW Ordinary Shares if they follow the procedures set out in the Cayman Islands Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Islands Companies Act, which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the Merger Consideration constitutes inter alia shares of any company which at the effective date of the LCW Merger are listed on a national securities exchange.

Q:

What do I need to do now?

A:

Learn CW and Innventure urge you to read this proxy statement/consent solicitation statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder of Learn CW or a member of Innventure. Learn CW’s shareholders and Innventure’s members should then vote or return a written consent (if they chose to approve the Innventure Transaction Proposal), as applicable, as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card or written consent.

Q:

If I am a Learn CW shareholder, how do I vote?

A:

The extraordinary general meeting will be held at [ ]a.m. Eastern Time, on [ ], at the offices of [ ]. If you are a holder of record of Learn CW Ordinary Shares on the record date for the extraordinary general meeting, you may vote at the extraordinary general meeting in person or by submitting a proxy for the extraordinary general meeting, in any of the following ways, if available:

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

Q:

When and where will the extraordinary general meeting be held?

A:

The extraordinary general meeting will be held on [ ] at [ ] Eastern Time, at the offices of [ ] located at [ ]. Cayman Islands law requires there be a physical location for the meeting.

Q:

Who is entitled to vote at the extraordinary general meeting?

A:

Learn CW has fixed [ ] as the record date (the “Record Date”) for the extraordinary general meeting. If you were a shareholder of Learn CW at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:

How many votes do I have?

A:

Learn CW shareholders are entitled to one vote at the extraordinary general meeting for each Learn CW Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were [ ] Learn CW Class A Ordinary Shares issued and outstanding, and [ ] Learn CW Class B Ordinary Shares issued and outstanding.

Q:

What constitutes a quorum?

A:

A quorum of Learn CW shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the issued and outstanding Learn CW Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, [ ] Learn CW Ordinary Shares would be required to achieve a quorum.

Q:

What vote is required to approve each proposal at the extraordinary general meeting?

A:

The following votes are required for each proposal at the extraordinary general meeting:

(i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(ii)

Merger Proposal: The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(iii)

Non-Binding Governance Proposals: The Non-Binding Governance Proposals are comprised of non-binding advisory proposals, and may be approved by ordinary resolution, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(iv)

Equity Plan Proposal: The approval of the Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(v)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Learn CW Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Q:

What are the recommendations of the LCW Board?

A:

The LCW Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Learn CW’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of Learn CW’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Learn CW and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Learn CW’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of Learn CW’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:

How does the Sponsor intend to vote its shares?

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, each of the Sponsor Persons has agreed to vote all the founder shares and any public shares purchased during or after the IPO in favor of the Business Combination. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor Persons collectively own approximately 43.2% of the issued and outstanding Learn CW Ordinary Shares.

Q:

What vote is required to approve the Innventure Transaction Proposal by written consent?

A:

Approval of the Innventure Transaction Proposal requires the affirmative written consent of Innventure Voting Members holding not less than 75% of the Class A Units, the Class B Preferred Units and the Class B-1 Preferred Units, calculated as a single class.

Q:

What happens if I sell my Learn CW Ordinary Shares before the extraordinary general meeting?

A:

The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:

May I change my vote after I have delivered my signed proxy card or voting instruction card?

A:

Yes. If you are a shareholder of record of Learn CW Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•

Submit a new proxy card bearing a later date; or

•

Vote in person or electronically at the extraordinary general meeting by visiting www.[ ].com and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the extraordinary general meeting will not alone serve to revoke your proxy.

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

A:

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Holdco. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination Proposal and the other Condition Precedent Proposals are not approved, you will remain a shareholder or warrant holder of Learn CW. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be eligible to elect to redeem your public shares in connection with the Business Combination.

Q:

What happens if I attend the extraordinary general meeting and abstain or do not vote?

A:

For purposes of the Learn CW extraordinary general meeting, an abstention occurs when a shareholder is present at the Learn CW extraordinary general meeting and does not vote or returns a proxy with an “abstain” vote.

Q:

What should I do with my Learn CW share certificates, warrant certificates or unit certificates?

A:

Learn CW shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Equiniti prior to the extraordinary general meeting.

Q:

What should I do if I receive more than one set of voting materials?

A:

Learn CW shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Learn CW Ordinary Shares.

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:

Learn CW will pay the cost of soliciting proxies for the extraordinary general meeting. Learn CW has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. Learn CW has agreed to pay Morrow Sodali a fee of $[ ], plus disbursements (to be paid with non-Trust Account funds). Learn CW will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Learn CW Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Learn CW Class A Ordinary Shares and in obtaining voting instructions from those owners. Learn CW’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

Where can I find the voting results of the extraordinary general meeting?

A:

The preliminary voting results will be expected to be announced at the extraordinary general meeting. Learn CW will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:

Who can help answer my questions?

A:

If you have questions about the Business Combination or the Transactions or if you need additional copies of this prospectus, any document incorporated by reference in this prospectus or the enclosed proxy card, Learn CW shareholders should contact: