Note 11 – Subsequent Events

The Company has evaluated subsequent events through the date these condensed financial statements were issued and determined that there were no significant unrecognized events through that date other than those noted below.

At the Meeting, the Public Shareholders approved the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal.

In connection with the Meeting, shareholders holding 13,661,579 Class A ordinary shares  (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $145.2 million (approximately $10.63 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company has 9,338,421 Class A ordinary shares outstanding.

On October 24, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Learn CW (“Holdco”), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“LCW Merger Sub”), and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdco (“Innventure Merger Sub”) and Innventure LLC, a Delaware limited liability company (“Innventure”). Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Innventure Business Combination” and, together with the other transactions contemplated thereby, the “Transactions”), pursuant to which, among other things,  (i) LCW Merger Sub will merge with and into the Company (the “LCW Merger”), with the Company being the surviving company, and (ii) Innventure Merger Sub will merge with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure being the surviving company. Following the Mergers, each of the Company and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions, Holdco is expected to change its name to Innventure, Inc, and its common stock, par value $0.0001, is expected to list on either the NYSE or NASDAQ.

Innventure founds, funds, operates, and rapidly scales companies in strategic collaboration with Multinational Corporations (“MNCs”) to commercialize breakthrough technology solutions. Innventure has launched and built three companies since inception: PureCycle Technologies, Inc. (Nasdaq: “PCT”), whose technology converts recycled polypropylene into a renewable resource through its unique purification process; AeroFlexx, whose technology utilizes flexible film to create a package for liquid products that uses up to 85% less virgin plastic versus traditional rigid bottles; and Accelsius, whose technology utilizes liquid cooling technology designed to meet the rising demand for efficient cooling systems in datacenters and telecommunication systems.

The consummation of the proposed Innventure Business Combination is subject to certain conditions as further described in the Business Combination Agreement.

Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks associated wit the proposed Transactions. Such risks and effects relating to the proposed Transactions will be included in a Registration Statement on Form S-4 that will be filed with the SEC relating to our proposed Innventure Business Combination.

On October 13, 2023 and November 13, 2023 the Company deposited $150,000 into the Trust Account in order to effect two of the twelve one month extensions of the Extended Date, which extended the deadline to consummate the Business Combination to December 13, 2023.