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SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
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September 5, 2024
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
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Attn:
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William Demarest
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Wilson Lee
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Robert Arzonetti
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Susan Block
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Re:
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Learn SPAC HoldCo, Inc.
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(File No. 333-276714)
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Response to Letter, dated as of September 5, 2024
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Ladies and Gentlemen:
On behalf of Learn SPAC HoldCo, Inc. (the “Company”), we transmit herewith a response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter dated September 5, 2024 (the “Letter”). For ease of reference, the numbered paragraph below corresponds to the numbered comment in the Letter, with the Staff’s comment presented in bold
font type. The response below follows the sequentially numbered comment from the Letter.
General
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The staff of the Division of Investment Management has informed us that it has no further comments regarding the Investment Company Act status analyses presented in your correspondence, but it wishes to remind
you that it does not necessarily agree or disagree with certain aspects of the analysis presented in your responses regarding Innventure’s Investment Company Act status, including but not necessarily limited to (i) your views with respect to
the activities not encompassed within the term “investing” as that term is used in section 3(a)(1)(A) and (ii) your characterization of certain assets as non-securities. Please acknowledge your understanding of the foregoing in your response
letter.
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Response: The Company respectfully acknowledges its understanding of the Comment.
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If you have any questions regarding the foregoing, please contact the undersigned at (212) 839-5430 or John Stribling of Sidley Austin LLP at (713) 495-4673.
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Sincerely,
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/s/ David Ni
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David Ni
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Sidley Austin LLP
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cc:
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Robert Hutter, Learn SPAC HoldCo, Inc.
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Josh DuClos, Sidley Austin LLP
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John Stribling, Sidley Austin LLP
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Joel May, Jones Day
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Thomas Short, Jones Day
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