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

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

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

We note your response to prior comment 2.  Please revise here, in the Summary and where appropriate to quantify the aggregate dollar amount and describe the nature of what Learn CW’s officers and directors have at risk, if material, that depends on completion of a business combination.  Include the current value of the securities held, loans extended, fees due, and out-of-pocket expenses for which Learn CW’s officers and directors are awaiting reimbursement, if applicable, or advise.  Please ensure that such disclosure provides an overall aggregate dollar amount that the officers and directors have at risk as well as a separate breakdown of what such aggregate amount consists of.

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

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

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