Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hutter Robert J.

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Learn CW Investment Corp [LCW]

(Last)

(First)

(Middle)

C/O LEARN CW INVESTMENT CORP., 11755 WILSHIRE BLVD., SUITE 2320

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES, CA 90025

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	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 Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hutter Robert J. C/O LEARN CW INVESTMENT CORP. 11755 WILSHIRE BLVD., SUITE 2320 LOS ANGELES, CA 90025	X	X	Chief Executive Officer

Signatures

/s/ Vanessa Rutstein, Attorney-in-Fact for Robert Hutter		10/07/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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, the largest of which, Learn Capital, LLC, holds a 50% interest. Robert Hutter is the sole member of Learn Capital, LLC. Accordingly, Robert Hutter 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

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