UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 5,630,000 (2) | $ (1) | I (3) | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fisher Adam C/O LEARN CW INVESTMENT CORP. 11755 WILSHIRE BLVD., SUITE 2320 LOS ANGELES, CA 90025 |
X | X | President |
/s/ Christopher Mendez, Attorney-in-Fact for Adam Fisher | 10/07/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date |
(2) | Includes up to 750,000 shares that are subject to forfeiture, for no consideration, after the closing of the issuer's initial public offering depending on the extent to which the underwriter's option to purchase additional units is exercised. |
(3) | These Class B ordinary shares are held directly by CWAM LC Sponsor LLC. CWAM LC Sponsor LLC is owned by three members, one of which is ABF Manager LLC. Adam Fisher is the sole member of ABF Manager LLC. Accordingly, Adam Fisher may be deemed to beneficially own the Class B ordinary shares held directly by CWAM LC Sponsor LLC, but disclaims beneficial ownership of such shares except to the extent, if any, of his pecuniary interest therein. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |