Attn:

William Demarest          

Wilson Lee          

Robert Arzonetti          

Susan Block

1.

In your response letter dated June 18, 2024, you provided a response to our prior comment asking you to provide us with information and analysis under Section 3 of the Investment Company Act of 1940 with respect to whether Innventure will be an investment company within the meaning of the Act. This comment as well as all of the following under “General” relate to such response. We note that Innventure’s “disruptive conglomerate” business model was “developed in 2023” and revisions to Innventure’s website (to remove reference to “exits from the new Operating Companies via trade sale or IPO to support accelerated scaling and Investor ROIC”) were made on January 26, 2024, such that Innventure “no longer describes exit transactions as a principal focus of the Business.” Please supplement your analysis of Innventure’s “historical development” to address the implications to Innventure’s analysis of its recent change in business focus, including why its very recent emphasis on accelerated scaling with “exit transactions… a principal focus of the Business” does not tend to indicate that Innventure was primarily engaged in the business of investing in securities. In this regard, we note your conclusion that “Innventure would not fit the [description of a special situation investment company], since it does not engage in a pattern of acquiring securities….” In your response, please (i) describe whether you have concluded that Innventure’s previous “principal focus” on exit transactions could not indicate that Innventure is (or was) a special situation investment company simply because Innventure appears to have acquired and deposited intellectual property in companies that Innventure apparently formed itself (instead of acquiring companies that already held such assets) and (ii) cite to any supporting legal authority.

A.

B.

2.

We note that the recently-adopted “disruptive conglomerate” business model is a change to the “principal focus” of Innventure’s proposed business. Please discuss any public representations regarding (i) this change to the focus of Innventure’s business or (ii) the implications for Innventure’s business of “operat[ing] [its companies] over the long term,” including any instances where Innventure addressed its plans to focus on the operation of its current or future subsidiary companies into the foreseeable future.

•

Slide 8 of the January 2024 Investor Presentation, where it is noted that “Innventure maintains control [of its operating companies] as part of the new ‘Disruptive Conglomerate” model;

•

Slide 70 of the Analyst Day Presentation, where it is noted that “Innventure intends [to] create additional value for shareholders by maintaining majority control of future NewCos” and where the included chart depicts Innventure’s ownership of future NewCos as “70%+”;

•

Pages 3, 4 and 8 of the Analyst Day Transcript, where Mr. Haskell, Innventure’s Chief Executive Officer, stated that “[Innventure owns] a majority of [Accelsius] today [and] intend[s] to own a majority of [companies developed under the Disruptive Conglomerate model] for the longer term,” that “[Innventure’s] plan is to be able to provide all of the capital needs to take companies from inception all the way through to commercialization that allows [Innventure] to hold majority ownership for the long term,” and that “[providing] the capital to fund these companies all the way through their life cycle …  allow[s] [Innventure] to hold a majority and controlling [interest in] those businesses, which is in our shareholders’ best interest;”

•

Page 28 of the Analyst Day Transcript, where Mr. Harper, Innventure’s Chief Investment Officer, stated that the funding of new companies off of Innventure’s balance sheet “provides [Innventure] with the benefits of being able to maintain majority ownership and control of the companies throughout their lifecycle, consolidate cash flows to run Innventure cash flow positive, and then importantly, be able to manage each underlying company to what Innventure think[s] is the maximum value on its growth curve before we think about exits or long-term holds;” and

•

Page 29 of the Analyst Day Transcript, where Mr. Austrup, Innventure’s Chief Growth Officer, stated that Innventure’s objective is to create shareholder value and its strategy to do so “is to systematically and consecutively build majority-owned operating companies that have high growth potential and that are commercializing transformative technologies developed by multinational corporations.”

3.

To the extent the ESG Fund could make any additional investments in the future, please describe in detail whether and to what extent the investment objectives of the ESG Fund are consistent with Innventure’s new “disruptive conglomerate” model, considering Innventure appears to have abandoned plans to seek exits “five years after company inception” and, instead, does not expect exit transactions “to be a factor in the business plans” and “intends to retain majority (or sole) ownership of the Operating Companies indefinitely.”

4.

Please revise your risk disclosure to address the risk that Innventure would be more likely to be deemed an investment company to the extent that, rather than retaining majority (or sole) ownership of its subsidiaries indefinitely, it operates its subsidiary businesses primarily for the purpose of making a profit in the sale of the controlled company’s securities.

5.

Based on the information received to date, the staff does not necessarily agree or disagree with your proposed treatment of Innventure’s interests in AFX as non-securities. Please supplement your analysis of the activities of Innventure’s officers and directors to discuss the implications to your analysis, including your conclusions, if Innventure’s interests in AFX were deemed to be securities. In this regard, we note that you indicate that “If, however, its interest in AFX were considered to be a security, then Innventure believes that the number of its personnel involved in managing Innventure’s securities holdings would increase.”

6.

We note your observation that “[a]s of March 31, 2024, Innventure, together with AFX and ACC, had a total of 99 individuals on payroll…” Please clarify the basis for including employees of AFX in your analysis of the activities of officers and directors of Innventure, in light of the fact that it is not part of your consolidated analysis set forth in the remainder of your Tonopah analysis, which for example, elsewhere only “reflects the consolidation of Innventure with ACC, IGP, and IMS….”

7.

Please supplement your analysis of the activities of the officers and directors of Innventure to explicitly address (i) officers and directors of Innventure, ACC, IGP, and IMS, to the extent not already addressed in your discussion of individuals on payroll and (ii) employees of IGP and IMS. In your response, please address the investment expertise held by persons working on matters related to the ESG Fund and whether (and to what extent) such persons are also officers, directors, or employees of Innventure.

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Mr. Austrup also serves as Chairman of a global hedge fund he co-founded in 2003;

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Mr. Harper brings over 20+ years of experience in managing investment teams, building companies / business units and seeding and building-out multiple investment platforms and investment products for both large institutional investment and start-up organizations; and

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Dr. Scott brings his experience as a prior founder and Chief Executive Officer of other businesses similar to Innventure.

8.

Please describe in additional detail (i) the current and proposed activities of Innventure’s capital markets team, including its Head of Capital Markets, and (ii) any activities or operations of these or other company personnel relating to preparation for potential “exits” from Innventure’s current or future subsidiary companies, including for example, through IPOs or sales. In addition, please confirm whether exit transactions are or are not expected to be a factor in Innventure’s business plan. In this regard, we note Innventure’s indication that “exit transactions are not expected to be a factor in the business plans for Operating Companies.” (emphasis added)

9.

We note the “Discussion of Differences in Asset Values as between the S-4 Financials and 3(a)(1)(A) Table” provided on page 24 of your response letter dated June 18, 2024. Please:

•

Describe in additional detail each individual “adjustment” and/or “reclassification” listed in the columns entitled “Adj to remove GAAP balance related to AFX” and “Adj to record AFX FV and 40 ACT treatment reclass” on Annex B, including in each case, (i) the original account in the S-4 Financials that was “adjusted” to derive an amount listed in the above-described columns and (ii) the amount of any adjustment;

•

Specifically identify (i) any instances where you include an asset on the Company’s 3(a)(1)(A) Table that was not recorded in the S-4 Financials and (ii) each instance where an asset recorded on the 3(a)(1)(A) Table does not have the same value ascribed to it on the 3(a)(1)(A) Table that was ascribed to it in the S-4 Financials; and

•

To the extent any value specified in the 3(a)(1)(A) Table is (i) different from “the values that would be determined pursuant to 1940 Act Section 2(a)(41)” and/or (ii) different from the value ascribed to the asset in the S-4 Financials, specifically explain how and why the valuations differ.

A.

This adjustment relates to short term certificates of deposit (“CDs”), with 30 to 60 day terms, that serve as deposits/security for Innventure’s and Accelsius’s company credit cards.

i.

In the S-4 Financials, these are considered as cash equivalents.

ii.

For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

B.

This adjustment relates to the funds loaned to AFX from Innventure.

i.

In the S-4 Financials, this is reported as Due from Related Parties.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

C.

This adjustment represents the carrying amount of long term deposits.

i.

In the S-4 Financials, they are included within Other Assets.

ii.

For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

D.

This adjustment relates to the total of the carrying balance of the PCT stock at fair value, $14,874, the balance of Innventure’s ownership of the ESG Fund at fair value, $3,521, and the balance of Innventure’s ownership of AFX recorded under the equity method, $1,294.

i.

In the S-4 Financials, they are included within Investments. Furthermore, under GAAP the value of Innventure’s ownership of AFX is recorded under the equity method: $1,294.

ii.

For purposes of the Investment Company Act analysis, they are adjusted as set forth above. Furthermore, for purposes of the Investment Company Act analysis, the value of Innventure’s ownership of AFX is recorded as the approximate fair value: $21,000.

E.

This adjustment relates to the carrying amount of a Right of Use Asset, which are from Accelsius and IMS.

i.

In the S-4 Financials, this is included within Other Assets and Accelsius and IMS are consolidated within Innventure.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

F.

This adjustment relates to the balance of Innventure’s ownership of the ESG Fund at fair value (see adjustment D above).

i.

In the S-4 Financials, this is included within Investments.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

G.

This adjustment relates to Innventure’s ownership of AFX (see adjustment D above).

i.

In the S-4 Financials, this is recorded under the equity method: $1,294.

ii.

For purposes of the Investment Company Act analysis, this is recorded as the approximate fair value: $21,000.

H.

This adjustment relates to the carrying balance of the PCT stock at fair value (see adjustment D above).

i.

In the S-4 Financials, this is included within Investments.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

I.

This adjustment relates to the amounts reclassified from Other Assets to (i) Prepaid and Other Assets, $219 of which is from Accelsius, and (ii) Right of Use Asset, $816 of which is from Accelsius and IMS (see adjustments C and E above, respectively).

i.

In the S-4 Financials, this is included within Other Assets.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

J.

The GAAP balance of Innventure’s ownership of AFX recorded under the equity method is $1,294, which differs from the approximate fair value of Innventure’s ownership of AFX of $21,000, which is the value applied for purposes of the Investment Company Act analysis.

i.

In the S-4 Financials, this is included within Investments.

ii.

For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

10.

We note the discussion of the nature of Innventure’s assets and its sources of income provided on pages 10 and 11 of your response letter dated June 18, 2024. Please:

•

Describe the instruments recorded as “cash equivalents” and “short term investments” and, for each type of asset, their approximate amounts;

•

Describe in additional detail Innventure’s arrangements to acquire additional PCT shares, including Innventure’s plans to acquire additional shares from affiliates or related parties. In your response, please discuss the implications of such planned acquisitions to Innventure’s status analyses and provide a good faith estimate of the total number of PCT shares Innventure proposes to hold upon the completion of all such potential transactions, together with an estimate of the approximate percentage of non-cash assets composed of PCT shares upon the completion of all such transactions;

•

Provide your legal analysis supporting your conclusion that expenses incurred in connection with the acquisition or holding of PCT shares should not be viewed as investment expenses. In your response, please explain why the acquisition of shares “from an affiliate to enable Innventure to show continued support for PCT” is relevant to your analysis; and

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We note your suggestion that “Loans from Innventure to AFX” are “[a]rguably not a security based on the analysis in Section (2) [of your response letter].” Please provide your legal analysis supporting your conclusion that such loans do not meet the definition of a security as defined in the Investment Company Act, including, as necessary, the relevance to your conclusion of the Howey analysis presented with respect to the Company’s interests in AFX.

11.

Please provide a supplementary reconciliation of the description of Innventure’s assets for purposes of its Section 3(a)(1)(C) analysis with the S-4 Financials. In your response, please:

•

Specifically identify (i) any instances where you include an asset on the Company’s 3(a)(1)(C) Table that was not recorded in the S-4 Financials and (ii) each instance where an asset recorded on the 3(a)(1)(C) Table does not have the same value ascribed to it on the 3(a)(1)(C) Table that was ascribed to it in the S-4 Financials; and

•

To the extent any value specified in the 3(a)(1)(C) Table is (i) different from “the values that would be determined pursuant to 1940 Act Section 2(a)(41)” and/or (ii) different from the value ascribed to the asset in the S-4 Financials, specifically explain how and why the valuations differ. In your response, please describe in detail your valuation of Innventure’s equity ownership of AFX, ACC, IGP, and IMS, including how such valuations were determined. In this regard, we note that the purported value of Innventure’s equity ownership in ACC would, alone, greatly exceed the total value of all of Innventure’s assets reflected in the S-4 Financials prepared in accordance with GAAP.

A.

This difference relates to cash and cash equivalent CDs belonging to Accelsius ($302) and short term CDs owned by Innventure. In the S-4 Financials, Accelsius is consolidated with Innventure and therefore this is added to the reported total upon such consolidation. For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

B.

This difference relates to short term CDs, with 30 to 60 day terms, that serve as deposits/security for Innventure’s company credit cards. In the S-4 Financials, these are considered as cash equivalents.  For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

C.

This difference relates to amounts owed to Innventure by IMS.  In the S-4 Financials, IMS is consolidated with Innventure and therefore this is eliminated upon such consolidation. For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

D.

This difference relates to an amount due from AeroFlexx to IMS. In the S-4 Financials, IMS is consolidated with Innventure and therefore this is shown as an amount due to Innventure. For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

E.

This difference relates to Prepaids and other balances of Accelsius, in the amount of $257, and IMS, in the amount of $326. In the S-4 Financials, both Accelsius and IMS are consolidated with Innventure and therefore these amounts are reported as held by Innventure. In addition, Innventure has an account receivable of $2 which, in the S-4 Financials, is immaterial and included within Prepaid and other balance instead of being reported in its own line item. For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

F.

This difference relates to the above referenced Innventure account receivable of $2, which, in the S-4 Financials, is immaterial and included within Prepaid and other balance instead of being reported in its own line item.

G.

This difference relates to amounts owed to Innventure by Accelsius. In the S-4 Financials, Accelsius is consolidated with Innventure and therefore this is eliminated upon such consolidation. For purposes of the Investment Company Act analysis, this is adjusted as set forth above.

H.

The difference relates to the approximate fair value of Innventure’s ownership interest in AeroFlexx, which is $21,000 for purposes of the Investment Company Act. In the S-4 Financials, Innventure’s ownership is valued under the equity method of accounting in the amount of $1,294 and is included in Investments.

i.

The approximate fair value of Innventure’s ownership in AeroFlexx was estimated based on extrapolating the fair value of AeroFlexx from the ESG Fund’s audited 12/31/2023 financial statements reported at fair value on a per unit basis and adjusting it for the number of equity units owned by Innventure.

I.

The difference relates to the approximate fair value of Innventure’s ownership interest in PCT, which is $14,874 for purposes of the Investment Company Act. In the S-4 Financials, Innventure’s ownership is valued at fair value in the amount of $14,874 and is included in Investments.

i.

The approximate fair value of Innventure’s ownership in the PCT shares is based on the number of shares owned by Innventure multiplied by the trading price of the PCT shares on March 31, 2024.

J.

The difference relates to the approximate fair value of Innventure’s ownership interest in Accelsius, which is $70,000 for purposes of the Investment Company Act. In the S-4 Financials, Accelsius is consolidated with Innventure and therefore this is eliminated upon such consolidation and no such value is provided.

i.

The approximate fair value of Innventure’s ownership in Accelsius was estimated based on extrapolating the approximate fair value of Accelsius utilized as part of its most recent equity offering to third parties adjusted for Innventure’s ownership percentage.

K.

The difference relates to the approximate fair value of Innventure’s ownership interest in IGP, which is $3,000 for purposes of the Investment Company Act. In the S-4 Financials, IGP is consolidated with Innventure and therefore this is eliminated upon such consolidation and no such value is provided.

i.

The approximate fair value of Innventure’s ownership in IGP is based upon the approximate fair value of the ownership percentage IGP has in the ESG Fund. In the S-4 Financials, this is recorded at fair value of approximately $3,521 (see Note M below).

L.

The difference relates to the approximate fair value of Innventure’s ownership interest in IMS, which is $1,000 for purposes of the Investment Company Act. In the S-4 Financials, IMS is consolidated with Innventure and therefore this is eliminated upon such consolidation and no such value is provided

i.

The approximate fair value of Innventure’s ownership in IMS is based on the approximate current value of net future cash flows due to it for management fees from the ESG Fund.

M.

The difference relates to the carrying balance of the PCT stock at fair value, $14,874, the balance of Innventure’s ownership of the ESG Fund at fair value, $3,521, and the balance of Innventure’s ownership of AFX recorded under the equity method, $1,294, each as set forth in “Investments” in the S-4 Financials. For purposes of the Investment Company Act analysis, they are broken out separately into their own line item.

N.

This difference relates to the fact that all of the property, plant and equipment balance is part of Accelsius.  In the S-4 Financials, Accelsius is consolidated with Innventure and therefore this is eliminated upon such consolidation. For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

O.

This difference relates to the fact that, in the S-4 Financials, Other Assets of $1,035 is made up of Prepaid and Other Assets, $219 of which is from Accelsius, and Right of Use Assets, $816 of which is from Accelsius and IMS. In the S-4 Financials, each of Accelsius and IMS is consolidated with Innventure and therefore this is eliminated upon such consolidation and no such value is provided. For purposes of the Investment Company Act analysis, they are adjusted as set forth above.

12.

We note your response to prior comment 4. You state in the first paragraph on page 19 that Robert Hutter and Adam Fisher, who serve as directors on the Learn CW Board and as Learn CW’s CEO and President, respectively, may be deemed to indirectly beneficially own the 5,630,000 Learn CW securities that are directly beneficially owned by the Sponsor. You further state in the second paragraph on page 19 that the independent directors of the LCW Board hold 120,000 Learn CW Class B Ordinary Shares in the aggregate. Please revise your disclosure to provide an aggregate dollar amount and describe the nature of what Learn CW’s officers and directors have at risk, if material, that depends on completion of a business combination, including each of the aforementioned.

13.

We note your disclosure in Note 1 to the financial statements of LEARN CW Investment Corporation that “[t]he post-Business Combination company will own 100% of the outstanding voting securities of the target and will therefore not be required to register as an investment company under the Investment Company Act of 1940, as amended….” Please revise this statement to account for the risk that Innventure could meet the definition of an investment company, as generally described in the risk factor captioned “If Innventure is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to operate or to execute its growth plans.”