LCW Learn CW Investment Corporation

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Filed by a Party other than the Registrant	☐

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

LEARN CW INVESTMENT CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

[   ], 2024	By Order of the Board of Directors
	Robert Hutter
	Chief Executive Officer and Director

	​	​	Page
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING	​	​	7
FORWARD-LOOKING STATEMENTS	​	​	19
RISK FACTORS	​	​	20
BACKGROUND	​	​	23
THE EXTRAORDINARY GENERAL MEETING	​	​	25
PROPOSAL 1 - THE EXTENSION AMENDMENT PROPOSAL	​	​	26
PROPOSAL 2 - THE ADJOURNMENT PROPOSAL	​	​	33
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	​	​	34
MANAGEMENT	​	​	39
BENEFICIAL OWNERSHIP OF SECURITIES	​	​	46
SHAREHOLDER PROPOSALS	​	​	49
HOUSEHOLDING INFORMATION	​	​	50
WHERE YOU CAN FIND MORE INFORMATION	​	​	51
ANNEX A	​	​	A-1
ANNEX B	​	​	B-1

Why am I receiving this proxy statement?		This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the extraordinary general meeting to be held on [●] at [●] Eastern time at the offices of [●] located at [●]. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the extraordinary general meeting.
		We are a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to affect an initial business combination. On October 13, 2021, we consummated the IPO of 23,000,000 units, which included the issuance of 3,000,000 units as a result of the underwriter’s over-allotment option (the “Units”), each Unit consisting of one public share and one-half of one redeemable warrant of the Company (each, a “public warrant”), each whole public warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $230,000,000. Simultaneously with the closing of the IPO, we consummated a private placement (the “Private Placement”) with our sponsor, of an aggregate of 7,146,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,146,000. On October 7, 2021, our registration statement for our IPO was declared effective.
		Following the closing of the IPO on October 13, 2021, a total of $232,300,000 ($10.10 per public Unit) of the proceeds from the IPO and the Private Placement was placed in the trust account. Like most blank check companies, the amended and restated memorandum and articles of association provide for the return of the IPO proceeds held in trust to the public shareholders if there is no qualifying business combination consummated on or before a certain date (the Termination Date).
		The Company initially had until October 13, 2023 to consummate an initial business combination.  On October 11, 2023, the Company held an extraordinary general meeting of shareholders (the “Initial Extension Meeting”).  At the Initial Extension Meeting, shareholders approved amendments to the amended and restated memorandum and articles of association to, among other things, extend the date by which the Company must consummate its initial business combination to the Termination Date.
		The Board believes that it is in the best interests of the Company to continue our existence until the Extended Date, if necessary, in order to allow us more time to complete an initial business combination (including the Innventure Business Combination, if necessary) and therefore is holding this extraordinary general meeting.
		We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as our shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

What is being voted on?		You are being asked to vote on:
		• a proposal to amend the amended and restated memorandum and articles of association to extend the date by which we have to complete an initial business combination from the Termination Date to the Extended Date, by electing to extend the date to consummate an initial business combination on monthly basis for up to [●] times, each time by an additional one-month each time, unless the closing of an initial business combination has occurred; provided that the Sponsor (or its affiliates or permitted designees) will deposit the Extension Payment into the trust account for each such on-month extension period; and
		• a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of the Extension Amendment Proposal, or if the Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the other proposals.
		The Extension Amendment Proposal is required for the implementation of the Board’s plan to extend the date that we have to complete an initial business combination. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete an initial business combination. If we determine prior to the time of the extraordinary general meeting that it is not appropriate to submit the Extension Amendment Proposal to the extraordinary general meeting, then the extraordinary general meeting may be adjourned indefinitely, in which case we will liquidate and dissolve in accordance with the amended memorandum and articles of association if we do not complete an initial business combination by the Termination Date.
		You are not being asked to vote on an initial business combination in connection herewith. If the extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider an initial business combination (such as the Innventure Business Combination), you will retain the right to vote on an initial business combination at the time of the extraordinary general meeting related thereto (including the extraordinary general meeting described in the proxy statement/consent solicitation statement/prospectus filed by Learn SPAC HoldCo, Inc. on September 10, 2024 with respect to the Innventure Business Combination) and the right to redeem your public shares for cash in the event an initial business combination is approved and completed or we have not consummated an initial business combination by the Extended Date.

Why is the Company proposing the Extension Amendment Proposal and the Adjournment Proposal?		The current amended and restated memorandum and articles of association provide that we have until the Termination Date to complete an initial business combination (including the Innventure Business Combination). The Board has determined that it is in the best interests of the Company to approve the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate an initial business combination (including the Innventure Business Combination). While we are using our best efforts to complete an initial business combination (including the Innventure Business Combination) as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete an initial business combination. Accordingly, the Board believes that in order to be able to consummate an initial business combination (including the Innventure Business Combination), we will need to obtain the extension. Although the extraordinary general meeting with respect to the shareholder vote on the Innventure Business Combination is expected to take place on September 30, 2024, if the meeting was adjourned to a later date or dates, without the extension, the Board believes that there is risk that we will not, despite our best efforts, be able to complete an initial business combination (including the Innventure Business Combination) on or before the Termination Date. If that were to occur, we would be precluded from completing an initial business combination (including the Innventure Business Combination) and would be forced to liquidate even if our shareholders are otherwise in favor of consummating an initial business combination. We believe that given our expenditure of time, effort and money on finding a potential initial business combination (including the Innventure Business Combination), circumstances warrant providing our shareholders an opportunity to consider an initial business combination.
		Accordingly, the Board is proposing the Extension Amendment Proposal to amend the amended and restated memorandum and articles of association in the form set forth in Annex A hereto to: extend the date by which we must (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the public shares from the Termination Date to the Extended Date, by electing to extend the date to consummate an initial business combination on a monthly basis for up to [●] times, each time by an additional one month each time, unless the closing of an initial business combination has occurred; provided that the Sponsor (or its affiliates or permitted designees) deposits the Extension Payment into the trust account in accordance with the Trust Agreement for each such one-month extension, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination.
		If the Extension Amendment Proposal is not approved, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the extension. If the Adjournment Proposal is not approved, the Company may not be able to adjourn the extraordinary general meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Why should I vote in favor of the Extension Amendment Proposal?		The Board believes shareholders will benefit from the consummation of an initial business combination and is proposing the Extension Amendment Proposal to extend the date by which we have to complete an initial business combination until the Extended Date. The extension would give us additional time to complete an initial business combination (such as the Innventure Business Combination).
		The Board believes that it is in the best interests of the Company that the extension be obtained to provide additional amount of time to consummate the Innventure Business Combination or any other initial business combination. Although the extraordinary general meeting with respect to the shareholder vote on the Innventure Business Combination is expected to take place on September 30, 2024, if the meeting was adjourned to a later date or dates, without the extension, the Board believes that there is risk that we will not, despite our best efforts, be able to complete an initial business combination (including the Innventure Business Combination) on or before the Termination Date. If that were to occur, we would be precluded from completing the Innventure Business Combination or any other initial business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating an initial business combination.

Why should I vote in favor of the Adjournment Proposal?		If the Adjournment Proposal is not approved by our shareholders, the Board may not be able to adjourn the extraordinary general meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Does the Board recommend voting for the approval of the Extension Amendment Proposal and the Adjournment Proposal?		Yes. After careful consideration of the terms and conditions of these proposals, the Company has determined that the Extension Amendment Proposal and the Adjournment Proposal, if presented, are in the best interests of the Company. The Board recommends that our shareholders vote “FOR” each of the Extension Amendment Proposal and the Adjournment Proposal.
When would the Board abandon the Extension Amendment Proposal?		We intend to propose the Extension Amendment at the extraordinary general meeting only if the Board has determined as of the time of the extraordinary general meeting that we may not be able to complete an initial business combination on or before the Termination Date. If we complete the Innventure Business Combination or any other initial business combination on or before the date of the extraordinary general meeting, we will put the Adjournment Proposal for approval and not propose the Extension Amendment.
How do the Company insiders intend to vote their shares?		The Sponsor and all of our directors and officers are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal and the Adjournment Proposal. Currently, the Sponsor and certain of our directors and officers own approximately [●]% of our issued and outstanding ordinary shares, including 5,750,000 Class B ordinary shares. The Sponsor and the Company’s directors and officers do not intend to purchase ordinary shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Amendment Proposal.
What vote is required to adopt the proposals?		Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds majority of the issued and outstanding Class A ordinary shares and Class B ordinary shares of the Company, voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting or any adjournment thereof.
		Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Class A ordinary shares and Class B ordinary shares of the Company, voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting or any adjournment thereof.
What if I don’t want to vote in favor of the Extension Amendment Proposal?		If you do not want the Extension Amendment Proposal to be approved, you must vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal, so long as you elect to redeem your public shares for a pro rata portion of the funds available in the trust account. If the Extension Amendment Proposal is approved, and the extension is implemented, then the withdrawal amount will be withdrawn from the trust account and paid to the redeeming holders.
		Broker non-votes, abstentions or the failure to vote on the Extension Amendment Proposal will have no effect with respect to the approval of such proposal.

What happens if the Extension Amendment Proposal is not approved?		If the Extension Amendment Proposal is not approved and we do not consummate the Innventure Business Combination or any other initial business combination by the Termination Date, in accordance with the amended and restated memorandum and articles of association, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by (B) the number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
		There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. In the event of a liquidation, the Sponsor, directors and officers will not receive any monies held in the trust account as a result of their ownership of Class B ordinary shares or private placement warrants.
If the Extension Amendment Proposal is approved, what happens next?		If the Extension Amendment Proposal is approved, we will continue to attempt to consummate the Innventure Business Combination or any other initial business combination until the Extended Date. Because we have only a limited time to complete the Innventure Business Combination or any other initial business combination, even if we are able to effect the extension, our failure to complete an initial business combination within the requisite time period will require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
		If the Extension Amendment Proposal is approved:
		•           our amended and restated memorandum and articles of association will be further amended as set forth in Annex A hereto. We will remain a reporting company under the Exchange Act, our Class A ordinary shares will remain publicly traded on the Nasdaq Stock Market, and our units and public warrants will remain publicly traded on over-the-counter markets;
		• the removal of the withdrawal amount from the trust account will reduce our net asset value and the amount remaining in the trust account and increase the percentage interest of our ordinary shares held by an initial shareholders, directors, officers and their affiliates through their beneficial ownership of Class B ordinary shares and the private placement warrants; and
		• if we do not consummate the Innventure Business Combination or any other initial business combination by the Extended Date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by (B) the number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

% of Redemptions at Extension	​	Shares Redeemed at Extension	​	Shares Remaining at Extension	​	Extension Contribution per Share per Month
25%	​	[●]	​	[●]	​	$[●]
40%	​	[●]	​	[●]	​	$[●]
50%	​	[●]	​	[●]	​	$[●]
60%	​	[●]	​	[●]	​	$[●]
75%	​	[●]	​	[●]	​	$[●]
85%	​	[●]	​	[●]	​	$[●]

		No Extension Payment will occur if the Extension Amendment Proposal is not approved. The Extension Payment will bear interest and will be repayable by the Company to the Sponsor (or its affiliates or permitted designees) upon consummation of an initial business combination. If the Company decides to not utilize the Extension Amendment, then the Company will liquidate and dissolve promptly in accordance with the amended and restated memorandum and articles of association, and the Sponsor’s obligation to make additional contributions will terminate.
		If we determine prior to the time of the extraordinary general meeting that it is not appropriate to submit the Extension Amendment Proposal to the extraordinary general meeting, then the extraordinary general meeting may be adjourned indefinitely, in which case we will liquidate and dissolve in accordance with the amended memorandum and articles of association if we do not complete an initial business combination by the Termination Date.
What happens to the Company’s warrants if the Extension Amendment Proposal is not approved?		If the Extension Amendment Proposal is not approved and we have not consummated the Innventure Business Combination or any other initial business combination by the Termination Date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to (A) the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by (B) the number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event of our winding up.

What happens to the Company’s warrants if the Extension Amendment Proposal is approved?		If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate an initial business combination until the Extended Date. The public warrants will remain outstanding and will become exercisable 30 days after the completion of an initial business combination, and will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation, provided we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).
Am I able to vote and exercise my redemption rights in connection with an initial business combination?		If you are a holder of ordinary shares as of the close of business on the record date for a meeting seeking shareholder approval of an initial business combination, including the extraordinary general meeting, you will be able to vote on the Innventure Business Combination or any other initial business combination. The extraordinary general meeting relating to the Extension Amendment Proposal does not affect your right to elect to redeem your public shares in connection with an initial business combination, subject to any limitations set forth in the amended and restated memorandum and articles of association (including the requirement to submit any request for redemption in connection with an initial business combination on or before the date that is two business days before the extraordinary general meeting of shareholders to vote on an initial business combination).
How are the funds in the trust account currently being held?		With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on January 24, 2024, the SEC issued final rules, effective as of July 1, 2024 (the “2024 SPAC Rules”), that formally adopt some of the SEC’s proposed rules for SPACs that were released on March 30, 2022.  The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, including requiring disclosure of all material bases of the projects and all material assumptions underlying the projections; increase the potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act based on certain facts and circumstances such as duration, asset composition, sources of income, business purpose and activities of the SPAC and its management team in furtherance of such goals.
		There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC. Regardless of the 2024 SPAC Rules or whether or not we complete an initial business combination within 24 months after the effective date of the registration statement for the Company’s IPO (the “IPO Registration Statement”), it is possible that a claim could be made that we have been operating as an unregistered investment company. Even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company.
		The amounts held in the trust account were initially invested only in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of the record date, there was approximately $[●] in investments held in the trust account. The longer that the funds in the trust account were held in U.S. government securities or in money market funds invested exclusively in such securities, the greater risk that we could have been considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we determined, in our discretion, pursuant to an amendment to the Trust Agreement, to instruct U.S. Bank National Association, the trustee managing the trust account, with respect to the trust account, to hold funds in the trust account in an interest-bearing bank demand deposit account, subject to the terms and conditions of the Trust Agreement. See the section entitled “Risk Factors - If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company. To mitigate the risk of being deemed to be an investment company for purposes of the Investment Company Act, we have instructed U.S. Bank National Association to  hold all funds in the trust account in an interest-bearing bank demand deposit account.  However, there can be no guarantee that we will not be deemed an investment company.”

How do I attend the meeting?		The extraordinary general meeting will be held in person at the offices of [●] located at [●] at [●], Eastern time, on [●], 2024, where you may vote and submit your questions during the extraordinary general meeting. You may submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
How do I change or revoke my vote?		You may change your vote via the Internet, by submitting a later-dated, signed proxy card, so that it is received by us prior to the extraordinary general meeting or by attending the extraordinary general meeting and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the extraordinary general meeting.
		Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the extraordinary general meeting and vote at the extraordinary general meeting or online, you must follow the instructions included with the enclosed proxy card.
How are votes counted?		Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions.
		Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds majority of the issued and outstanding Class A ordinary shares and Class B ordinary shares of the Company, voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting or any adjournment thereof. Accordingly, if a valid quorum is otherwise established, a Company shareholder’s failure to vote by proxy or online will have no effect on the outcome of any vote on the Extension Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Extension Amendment Proposal.
		Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Class A ordinary shares and Class B ordinary shares of the Company, voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting or any adjournment thereof. Accordingly, if a valid quorum is otherwise established, a Company shareholder’s failure to vote by proxy or online will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

If my shares are held in “street name,” will my broker automatically vote them for me?		Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
		We believe the Extension Amendment Proposal and the Adjournment Proposal presented to the shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction.
		Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
What is a quorum requirement?		A quorum of shareholders is necessary to hold a valid meeting. Holders of record of one-third of our ordinary shares on the record date issued and outstanding and entitled to vote at the extraordinary general meeting, present in person or represented by proxy, constitute a quorum.
		If you are a shareholder of record, your shares will be counted towards the quorum only if you submit a valid proxy or if you vote online. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the extraordinary general meeting. As of the record date for the extraordinary general meeting, [●] ordinary shares would be required to achieve a quorum.
Who can vote at the extraordinary general meeting?		Only holders of record of our ordinary shares at the close of business on the record date are entitled to have their vote counted at the extraordinary general meeting and any adjournments or postponements thereof. On the record date, [●] Class A ordinary shares and [●] Class B ordinary shares were outstanding and entitled to vote.
		Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a shareholder of record. As a shareholder of record, you may vote online or by proxy. Whether or not you plan to attend the extraordinary general meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
		Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the extraordinary general meeting. However, since you are not the shareholder of record, you may not vote your shares at the extraordinary general meeting unless you request and obtain a valid proxy from your broker or other agent.

What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals?		The Sponsor and the Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of [●] Class B ordinary shares, [●] Units (as defined below) issued in the IPO, and [●] private placement warrants, which would expire worthless if an initial business combination is not consummated. See the section entitled “Proposal 1 - The Extension Amendment Proposal - Interests of the Sponsor and the Company’s Directors and Officers.”
Do I have appraisal or dissent rights if I object to the Extension Amendment Proposal?		Our shareholders do not have appraisal or dissent rights in connection with any of the proposals to be voted on at the extraordinary general meeting under the Companies Act (As Revised) of the Cayman Islands.
How do I vote?		If you are a holder of record of our ordinary shares, you may vote online or in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the extraordinary general meeting and vote online if you have already voted by proxy.
		If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the extraordinary general meeting. However, since you are not the shareholder of record, you may not vote your shares unless you request and obtain a valid proxy from your broker or other agent.
How do I redeem my Class A ordinary shares?		If the extension is approved, each of our public shareholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes paid or payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any shareholder vote to approve an initial business combination, or if we have not consummated an initial business combination by the Extended Date.
		In order to exercise your redemption rights, you need to identify yourself as a beneficial holder and provide your legal name, phone number and address in your written demand, and you must, prior to [●] Eastern time, on [●], 2024 (two business days before the extraordinary general meeting) tender or deliver your share certificates and any other redemption forms physically or electronically and submit a request in writing that we redeem your public shares for cash to Equiniti Trust Company, our transfer agent, at the following address:
		Equiniti Trust Company, LLC
		6201 15th Avenue
		Brooklyn, NY 11219
		E-mail: SPACSUPPORT@equiniti.com
		Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests, with our consent. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.
What should I do if I receive more than one set of voting materials?		You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.

Who is paying for this proxy solicitation?		We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Sodali & Co. (the “proxy solicitor”) to assist in the solicitation of proxies for the extraordinary general meeting. We have agreed to pay the proxy solicitor a fee of $[●], plus associated disbursements. We will also reimburse the proxy solicitor for reasonable out-of-pocket expenses and will indemnify the proxy solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
		While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.
Who can help answer my questions?		If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact the proxy solicitor:
		Sodali & Co.
		333 Ludlow Street, 5th Floor, South Tower
		Stamford, CT 06902
		Individuals call toll-free (800) 662-5200
		Banks and brokers call (203) 658-9400
		Email: LCW.info@investor.sodali.com
		You may also contact us at:
		Learn CW Investment Corporation
		11755 Wilshire Blvd.
		Suite 2320
		Los Angeles, California 90025
		Telephone No.: (424) 324-2990
		You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

•	our ability to effect the Extension;

•	our ability to select an appropriate target business or businesses if we are unable to consummate the Innventure Business Combination;

•	our ability to complete the Innventure Business Combination or an alternative initial business combination;

•	our expectations around the performance of the Innventure business or an alternative prospective target business;

•	our success in retaining or recruiting, or changes required in, our officers, key employees, or directors following an initial business combination;

•	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving an initial business combination;

•	our potential ability to obtain additional financing as may be needed to complete an initial business combination;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the Russia/Ukraine conflict, the ongoing conflicts in the Middle East, adverse changes in general economic industry and competitive conditions, adverse changes in government regulation or prevailing market interest rates and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);

•	our public securities’ potential liquidity and trading;

•	the lack of a market for our securities;

•	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•	the Company’s ability to continue as a going concern;

•	the trust account not being subject to claims of third parties; or

•	our financial performance.

% of Redemptions at Extension	​	Shares Redeemed at Extension	​	Shares Remaining at Extension	​	Extension Contribution per Share per Month
25%	​	[●]	​	[●]	​	$[●]
40%	​	[●]	​	[●]	​	$[●]
50%	​	[●]	​	[●]	​	$[●]
60%	​	[●]	​	[●]	​	$[●]
75%	​	[●]	​	[●]	​	$[●]
85%	​	[●]	​	[●]	​	$[●]

Name	​	Age	​	Title
Robert Hutter	​	51	​	Chief Executive Officer and Director
Adam Fisher	​	51	​	President and Director
Greg Mauro	​	53	​	Chief Operating Officer
Ellen Levy	​	53	​	Director
Peter Relan	​	60	​	Director
Daniel H. Stern	​	62	​	Director
Anuranjita Tewary	​	46	​	Director

		Class B Ordinary Shares				Class A Ordinary Shares
Name and Address of Beneficial Owner(1)(2)		Number of Shares Beneficially Owned	​	Approximate Percentage of Class		Number of Shares Beneficially Owned	​	Percentage of Outstanding Class B Ordinary Shares	​
CWAM LC Sponsor LLC	​	5,630,000(4)		97.9%		770,000		8.25%
Robert Hutter	​	5,630,000(3)		97.9%		770,000		8.25%
Adam Fisher	​	5,630,000(4)		97.9%		770,000		8.25%
Greg Mauro	​	-		-		-		-
Ellen Levy	​	30,000		*		-		-
Peter Relan	​	30,000		*		-		-
Daniel H. Stern	​	30,000		*		-		-
Anuranjita Tewary	​	30,000		*		-		-
All officers and directors as a group (seven individuals)	​	5,750,000		100%		-		-

*	Less than one percent.

(1)

Based on 15,088,421 Learn CW ordinary shares outstanding as of December 31, 2023, including 9,338,421 Class A ordinary shares (including those Class A ordinary shares comprising a portion of a Unit) and 5,750,000 Class B ordinary shares. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Only holders of our Class B ordinary shares will have the right to elect all of our directors prior to the consummation of the Innventure Business Combination.

(2)	Unless otherwise noted, the business address of each of the following entities or individuals is 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025.

(3)

Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Innventure Business Combination, or earlier at the option of the holder thereof.

(4)

CWAM LC Sponsor LLC. CWAM LC Sponsor LLC is owned by three members, the largest of which, are CWAM Investors LLC and Learn Capital, LLC. Each of Adam Fisher and Alan Howard (indirectly through their respective investment vehicles) is a member of CWAM Investors LLC.  Robert Hutter is the sole member of Learn Capital, LLC.  The non-member manager of the Sponsor is ABF Manager, LLC.  Mr. Fisher is the sole member of ABF Manager, LLC.  Accordingly, Messrs. Hutter, Fisher and Howard each may be deemed to indirectly beneficially own the Learn CW ordinary shares directly beneficially owned by the Sponsor.

(a)	cease all operations except for the purpose of winding up;

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes paid or payable), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

(c)	as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

Proposal 1 - The Extension Amendment Proposal	​	FOR	​	AGAINST	​	ABSTAIN
To amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must: (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the public shares from October 13, 2024 to [●], by electing to extend the date to consummate an initial business combination on a monthly basis for up to [●] times by an additional one month each time, unless the closing of an initial business combination has occurred; provided that the Company’s sponsor (or its affiliates or permitted designees) will deposit into the trust account necessary funds for each such one-month extension period.	​	☐	​	☐	​	☐
	​		​		​
Proposal 2 - The Adjournment Proposal	​	FOR	​	AGAINST	​	ABSTAIN
To approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.	​	☐	​	☐	​	☐

Dated:    , 2024

Shareholder’s Signature

Shareholder’s Signature