July 16, 2024

Robert J. Hutter
Chief Executive Officer
Learn SPAC HoldCo, Inc.
11755 Wilshire Blvd.
Suite 2320
Los Angeles, CA 90025

        Re: Learn SPAC HoldCo, Inc.
            Amendment No. 3 to the Registration Statement on Form S-4
            Filed June 18, 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.

Amendment No. 3 to Registration Statement on Form S-4
Summary of the Proxy Statement
Innventure LLC, page 3

1.      Please include disclosure here, similar to your response to prior
comment 3 and disclosure
        at page 164, that, as part of its new "Disruptive Conglomerate model,"
Innventure intends
        to retain majority (or sole ownership) of the Innventure operating
companies.
Risk Factors
If Inventure is deemed to be an investment company, page 51

2.      We note your response, and we are continuing to consider your response
on your
        Investment Company status. We may have further comment.
 July 16, 2024
Page 2
There is uncertainty regarding Innventure's ability to maintain liquidity, page
53

3.     Please update to also discuss the going concern opinion as of December
31, 2023, or
       advise.
Interests of Learn CW's Directors and Executive Officers in the Business
Combination, page 106

4.     We note your response to prior comment 2. Please revise here, in the
Summary and where
       appropriate to quantify the aggregate dollar amount and describe the
nature of what Learn
       CW   s officers and directors have at risk, if material, 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 Learn CW   s officers and
directors are awaiting
       reimbursement, if applicable, or advise. Please ensure that such
disclosure provides an
       overall aggregate dollar amount that the officers and directors have at
risk as well as a
       separate breakdown of what such aggregate amount consists of.
Management's Discussion and Analysis of Financial Condition
Liquidity and Capital Resources
Going Concern, page 187

5.     We note your statement that Innventure may have to consider
supplementing its available
       sources of funds through several sources which may include the ESG Fund.
We also note
       your statement on page 99 in the disclosure on the background of the
business
       combination, that the ESG Fund would not be part of the business
combination and the
       $65 million value attributed to the ESG Fund would be excluded from the
Innventure
       contribution to the business combination. Please revise your disclosure
to clarify how
       Innventure will use the ESG Fund as a source of liquidity if the ESG
Fund is not part of
       the assets being contributed. Please also clarify throughout, including
the post-closing
       structure at page 2, how the ESG Fund relates to the post-closing
structure depiction,
       including if Innventure will continue to earn management fees for
providing investment
       management services to the ESG Fund.
Exhibits

6.     Please include the AFX Operating Agreement referenced in your response
to our prior
       comment 3, or advise.
7.     We note that exhibits 10.17, 10.18 and 10.32 have an asterisk
accompanying the exhibit
       number indicating that certain portions of the exhibit have been omitted
pursuant Rule
       601(b)(10). Please clarify to refer to Item 601(b)(10) of Regulation
S-K. Please also
       include a prominent statement on the first page of the redacted exhibit
that certain
       identified information has been excluded from the exhibit because it is
both not material
       and is the type that the registrant treats as private or confidential.
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
 July 16, 2024
Page 3

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,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   John W. Stribling