Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, California 90025
September 9, 2024
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Attn:
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Robert Arzonetti
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Susan Block
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RE:
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Learn SPAC HoldCo, Inc.
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Registration Statement on Form S-4 (the “Registration Statement”)
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File No. 333-276714
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Ladies and Gentlemen:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the
effectiveness of the above-referenced Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. Eastern time on September 10, 2024, or as soon thereafter as practicable.
Please contact John Stribling of Sidley Austin LLP at (713) 495-4673 with any questions regarding the foregoing and to confirm the
effectiveness of the Registration Statement.
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Very truly yours,
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LEARN SPAC HOLDCO, INC.
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By:
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/s/ Robert Hutter
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Name:
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Robert Hutter
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Title:
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President
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