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United States securities and exchange commission logo
February 22, 2024
Robert J. Hutter
CEO
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025
Re: Learn SPAC HoldCo,
Inc.
Registration
Statement on Form S-4
Filed January 26,
2024
File No. 333-276714
Dear Robert J. Hutter:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed January 26, 2024
General
1. You state on page 148
that the Sponsor "will purchase private placement warrants in a
transaction that will
close simultaneously with the closing of this offering." Please revise
your disclosure here,
in the Summary and elsewhere as appropriate to describe the terms
of the purchase
including the amount. Please also revise the dilution tables on pages xxiv
and 103 to include
these warrants as a dilution source or explain why they are not
included.
2. Please revise
throughout to clearly disclose the stage of operations of Innventure's
portfolio companies so
that investors understand the platforms that have fully been
developed and those
that are currently in use, and, to the extent that your platforms, assets
or products are not
fully developed, please describe the current stage of development and
the estimated timeline
of when they will be fully developed and commercialized.
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 2
3. You state throughout the registration statement that Innventure has
launched three
companies consisting of PureCycle, AeroFlexx and Accelsius. You
further state on page
92 that PureCycle was merged with a special purpose acquisition
company. Finally, the
organizational charts on page 1, 152, etc. do not show Innventure
having any further
ownership in PureCycle. Please make revisions throughout the
registration statement as
appropriate to clarify if you continue to have any ownership interests
in PureCycle,
or clarify if it is not part of the proposed business combination.
4. Please revise your disclosure to provide a summary compensation table
that provides
compensation information for Learn CW's named executive officers for
the last two
completed fiscal years or explain why it is not required. Refer to
Item 402 of Regulation
S-K for guidance.
5. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
Q: What happens if a substantial number of the public shareholders, page xxii
6. Please revise the table on page xxiv to disclose all possible sources
of dilution including
(i) the Company Earnout Shares, (ii) the Sponsor Earnout Shares and
(iii) the Standby
Equity Purchase Agreement. Please make similar revisions to the table
on page 103 and
elsewhere as appropriate.
How does the Sponsor intend to vote its shares, page xxvii
7. We note the disclosure here that, prior to the completion of the
business combination, the
FirstName LastNameRobert J. Hutter
Sponsor and Learn CW's directors, officers, or advisors may purchase
shares in the open
Comapany NameLearn
market. SPAC your
Please provide HoldCo, Inc. on how such potential purchases
would comply with
analysis
Rule
February 22,14e-5.
2024 Page 2
FirstName LastName
Robert J. Hutter
FirstName LastNameRobert
Learn SPAC HoldCo, Inc. J. Hutter
Comapany22,
February NameLearn
2024 SPAC HoldCo, Inc.
February
Page 3 22, 2024 Page 3
FirstName LastName
Summary of the Proxy Statement/Consent Solicitation
The Parties to the Business Combination, page 1
8. Please revise the pre- and post-closing organizational charts to
include appropriate
information to allow a reader to fully understand the legal and
economic ownership of
each entity before and after the merger, including the names of
significant shareholders
and the public holders as a group. Please also revise the post-closing
organizational chart
to show the subsidiaries and affiliated companies for Innventure and
Learn CW.
Ownership of Holdco Following the Business Combination, page 12
9. Please disclose the Sponsor and its affiliates' total potential
ownership interest in the
combined company, assuming exercise of all securities, any earnout
shares the Sponsor
will receive at closing, etc.
Sources and Uses of Funds for the Business Combination, page 19
10. Please revise here and on page 104 to clarify whether the dollar
amounts in the "No
Redemptions Scenario" and "Maximum Redemptions Scenario" tables are in
thousands or
some other multiple. Please also revise to either (i) provide more
specific disclosure of
the intended uses of funds, as well as the approximate amounts
intended to be used for
each such purpose or (ii) explain why you cannot provide such
disclosure.
Risk Factors, page 22
11. If the assets in Learn CW Investment Corporation's trust account are
securities, including
U.S. Government securities or shares of money market funds registered
under the
Investment Company Act and regulated pursuant to rule 2a-7 of that
Act, disclose the risk
that it could be considered to be operating as an unregistered
investment company.
Disclose that if Learn CW Investment Corporation is found to be
operating as an
unregistered investment company, it may be required to change its
operations, wind down
its operations, or register as an investment company under the
Investment Company Act.
Also include disclosure with respect to the consequences to investors
if Learn CW
Investment Corporation is required to wind down its operations as a
result of this status,
such as the losses of the investment opportunity in a target company,
any price
appreciation in the combined company, and any warrants, which would
expire worthless.
Learn CW and Innventure will incur significant transaction, page 26
12. It appears that underwriting fees remain constant and are not adjusted
based
on redemptions. Please revise your disclosure to disclose the
effective underwriting fee on
a percentage basis for shares at each redemption level presented in
your sensitivity
analysis related to dilution.
Robert J. Hutter
FirstName LastNameRobert
Learn SPAC HoldCo, Inc. J. Hutter
Comapany22,
February NameLearn
2024 SPAC HoldCo, Inc.
February
Page 4 22, 2024 Page 4
FirstName LastName
Learn CW may redeem your unexpired warrants, page 35
13. We note your disclosure that you have the ability to redeem
outstanding warrants at any
time after they become exercisable and prior to their expiration, at a
price of $0.01 per
warrant if, among other things, the Reference Value equals or exceeds
$10.00 per share.
Since the exercise price of the warrants is $11.50, please revise the
disclosure to clarify
that you could force the warrant holders to:
exercise their out-of-the-money warrants and pay an exercise price
that is above the
market price of the underlying securities;
sell their warrants at the then-current market price when they
might otherwise wish to
hold onto them; or
accept the nominal redemption price.
Learn CW, Innventure and AeroFlexx have each identified material weaknesses,
page 38
14. We note that you have identified material weaknesses in Learn CW's,
Innventure's
and AeroFlexx s and internal control over financial reporting.
Please revise to elaborate
upon the nature of the remediation measures and their implementation
status.
If Innventure is deemed to be an investment company, page 48
15. We note your disclosure that Innventure founds, funds and operates
companies with a
focus on transformative, sustainable technology solutions acquired or
licensed from
MNCs. Please 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. As part of the response please also
include an analysis of
any exemptions you rely upon, if applicable, or advise. Please note
that we may refer your
response to the Division of Investment Management.
The failure of AFX's suppliers to continue to deliver necessary raw materials,
page 50
16. We note your disclosure of AFX's reliance on a limited number of
foreign third-party
suppliers, and in some cases sole suppliers, for the raw materials and
components used to
manufacture its products. Please revise your disclosure to:
Identify the parties and describe the raw materials and components
they provide; and
Disclose the material terms of any agreements with such providers,
including the
term and termination provisions.
Please file such agreements as exhibits pursuant to Item 601(b)(10) of
Regulation S-K.
Robert J. Hutter
FirstName LastNameRobert
Learn SPAC HoldCo, Inc. J. Hutter
Comapany22,
February NameLearn
2024 SPAC HoldCo, Inc.
February
Page 5 22, 2024 Page 5
FirstName LastName
AFX may not be able to meet applicable regulatory requirements, page 51
17. We note your disclosure that use of AFX s products in food grade
applications is subject
to regulation by the FDA and that AFX will request one or more Letters
of No Objection
(LNO) from the FDA. Please advise us of the status of any LNO's
requested including any
that have already been approved, the timeframe of any expected future
LNO approval and
the products for which approval has been received or sought.
Background of the Business Combination, page 88
18. Please revise your background discussion to:
Expand your background discussion to provide more detailed
disclosure regarding
key negotiation considerations and how they changed over time.
Currently the
background disclosure references negotiation topics without
appearing to provide
details or explaining their significance or how they may have
changed before being
reflected in the proposed business combination. For example, the
disclosure states
that the August 17, 2023 LOI included an equity valuation of $500
million, a
contemplated Up-C structure, execution of at least a $75 million
equity facility, etc.
However, it is unclear what other key terms were involved. It is
unclear how the
milestones for the equity earnout were determined. Revise to
provide details,
including quantitative detail, as to how the parties reached the
material terms of the
transaction, such as the material components of the merger
consideration. Please
identify the original terms, which party proposed the
consideration or term, as well as
how and why any terms were revised over time.
Specifically identify by name the person or persons involved in
meetings or
negotiations;
Describe any discussions about the need to obtain additional
financing for the
combined company and the negotiation/marketing processes;
If the Sponsor and management and affiliates have a track record
with SPACs,
balanced disclosure about this record and the outcomes of the
prior transactions;
Describe any discussions about continuing employment or
involvement for any
persons affiliated with Learn CW before the merger, any formal or
informal
commitment to retain the financial advisors after the merger, and
any pre-existing
relationships between the Sponsor and additional investors;
Describe the negotiation of any contingent payments to be received
by Innventure
shareholders; and
Describe the negotiation of any arrangements whereby any
shareholder agrees to
waive its redemption rights.
The LCW Board's Reasons for the Approval, page 96
19. Please discuss the basis for the board determining it was not
necessary to obtain a fairness
opinion for the business combination.
Robert J. Hutter
FirstName LastNameRobert
Learn SPAC HoldCo, Inc. J. Hutter
Comapany22,
February NameLearn
2024 SPAC HoldCo, Inc.
February
Page 6 22, 2024 Page 6
FirstName LastName
Interests of Learn CW's Directors and Executive Officers in the Business
Combination, page 98
20. Please revise here, in the Summary and where appropriate to quantify
the aggregate dollar
amount and describe the nature of what the Sponsor and its affiliates
have at risk that
depends on completion of a business combination. Include the current
value of securities
held, loans extended, fees due, and out-of-pocket expenses for which
the Sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for
Learn CW's officers
and directors, if material.
Redemption Rights, page 101
21. We note that certain shareholders agreed to waive their redemption
rights. Please
describe any consideration provided in exchange for this agreement.
Please update and
make conforming changes where needed.
Learn CW Management's Discussion and Analysis
Underwriting Agreement, page 141
22. You state that "[e]ffective as of September 1, 2023, the underwriters
from the IPO
resigned and withdrew from their role in the initial business
combination and thereby
waived their entitlement to the deferred underwriting commissions in
the amount of
$9,780,500." Please revise your disclosure accordingly to discuss the
reasons for the
resignation and forfeiture of fees and any risks to investors. Clarify
whether the
underwriter performed any services related to the business combination
prior to resigning.
Information About Innventure
Overview, page 151
23. You state on page 151 that Innventure has launched three companies
including PureCycle
in late 2015. However, on page xii you state that Innventure is a
Delaware limited liability
company that was formed in 2017. Please revise your disclosure here
and elsewhere as
appropriate to reconcile these statements.
Closed Loop Partnership Model with Multinational Corporations, page 153
24. You state that "Innventure has significant institutional experience in
the
commercialization of disruptive opportunities." Please revise to
clarify this statement in
light of the fact that Innventure was formed in 2017 and has currently
only formed three
companies.
25. Please explain the meaning of the term "Closed Loop partnership
model."
Robert J. Hutter
FirstName LastNameRobert
Learn SPAC HoldCo, Inc. J. Hutter
Comapany22,
February NameLearn
2024 SPAC HoldCo, Inc.
February
Page 7 22, 2024 Page 7
FirstName LastName
Accelsius
Growth Strategy, page 165
26. You state that Accelsius is "...in active discussions with multiple
ecosystem partners
across the technology space." Please describe the current stage of
these discussions and
the estimated timeline of when "Accelsius will deliver kitted NeuCool
cooling systems..."
to such partners.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 175
27. Please disclose Innventure's available liquidity as of the most recent
practicable date and
specify the approximate amount of funds Innventure will need for 12
months after
completion of the business combination to meet liquidity requirements.
We also note your
statement on page 152 that the ESG Fund was formed to "make venture
capital ( VC )
investments in and contribute capital to the Innventure Companies and
new Innventure
companies..." and your statement on page 93 that the ESG Fund would
not be included in
the business combination. Therefore, please include in your discussion
the effect the
exclusion of the ESG Fund from the business combination will have.
Executive Officers and Directors After the Business Combination, page 186
28. Please revise David Yablunosky's biography to disclose directorships
held during the
past five years as required by Item 401(e)(2) of Regulation S-K.
Exclusive Forum Selection, page 209
29. We note the statement here that the exclusive forum provisions will
not apply to suits
brought to enforce any liability or duty created by the Securities Act
or Exchange
Act. Please revise your risk factor regarding your exclusive forum
provision at page 45 to
be consistent with this disclosure, or advise.
Item 21. Exhibits and Financial Statement Schedules, page II-2
30. Please file all required exhibits. For example, please file or advise
why you do not think it
is necessary to file:
Management Services Agreement, originally dated January 22, 2021
and
subsequently amended effective October 1, 2021, with L1FE
Management Limited,
an independent contractor;
Letter agreement, dated July 29, 2022, with Mike Otworth;
Statement of Work, effective October 1, 2021, with Corporate
Development Group
LLC, an independent contractor;
Sponsor Letter Agreement;
Promissory Note with Sponsor dated May 3, 2022;
Amended and Restated Promissory Note with Sponsor dated December
29, 2023;
Debt Conversion Agreement with Innventure dated October 31, 2023;
and
Robert J. Hutter
Learn SPAC HoldCo, Inc.
February 22, 2024
Page 8
Guaranty Agreement with Innventure dated April 22, 2020.
Refer to Item 601(b)(10) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other
questions.
Sincerely,
FirstName LastNameRobert J. Hutter
Division of
Corporation Finance
Comapany NameLearn SPAC HoldCo, Inc.
Office of Real
Estate & Construction
February 22, 2024 Page 8
cc: John W. Stribling
FirstName LastName