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August 1, 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. 4 to the Registration Statement on Form S-4
Filed July 24, 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. 4 to the Registration Statement on Form S-4
General
1. In your response letter dated June 18, 2024, you provided a response to
our prior
comment asking you to 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. This comment as well
as all of the
following under "General" relate to such response. We note that
Innventure s disruptive
conglomerate business model was developed in 2023 and
revisions to Innventure s
website (to remove reference to exits from the new Operating
Companies via trade sale
or IPO to support accelerated scaling and Investor ROIC ) were made
on January 26,
2024, such that Innventure no longer describes exit transactions as
a principal focus of
the Business. Please supplement your analysis of Innventure s
historical development
to address the implications to Innventure s analysis of its recent
change in business focus,
including why its very recent emphasis on accelerated scaling with
exit transactions a
August 1, 2024
Page 2
principal focus of the Business does not tend to indicate that
Innventure was primarily
engaged in the business of investing in securities. In this regard, we
note your conclusion
that Innventure would not fit the [description of a special situation
investment company],
since it does not engage in a pattern of acquiring securities . In
your response, please
(i) describe whether you have concluded that Innventure s previous
principal focus on
exit transactions could not indicate that Innventure is (or was) a
special situation
investment company simply because Innventure appears to have acquired
and deposited
intellectual property in companies that Innventure apparently formed
itself (instead of
acquiring companies that already held such assets) and (ii) cite to any
supporting legal
authority.
2. We note that the recently-adopted disruptive conglomerate business
model is a change
to the principal focus of Innventure s proposed business. Please
discuss any public
representations regarding (i) this change to the focus of Innventure s
business or (ii) the
implications for Innventure s business of operat[ing] [its
companies] over the long term,
including any instances where Innventure addressed its plans to focus on
the operation of
its current or future subsidiary companies into the foreseeable future.
3. To the extent the ESG Fund could make any additional investments in the
future, please
describe in detail whether and to what extent the investment objectives
of the ESG Fund
are consistent with Innventure s new disruptive conglomerate
model, considering
Innventure appears to have abandoned plans to seek exits five years
after company
inception and, instead, does not expect exit transactions to be a
factor in the business
plans and intends to retain majority (or sole) ownership of the
Operating Companies
indefinitely.
4. Please revise your risk disclosure to address the risk that Innventure
would be more likely
to be deemed an investment company to the extent that, rather than
retaining majority (or
sole) ownership of its subsidiaries indefinitely, it operates its
subsidiary businesses
primarily for the purpose of making a profit in the sale of the
controlled company s
securities.
5. Based on the information received to date, the staff does not
necessarily agree or disagree
with your proposed treatment of Innventure s interests in AFX as
non-securities. Please
supplement your analysis of the activities of Innventure s officers
and directors to discuss
the implications to your analysis, including your conclusions, if
Innventure s interests in
AFX were deemed to be securities. In this regard, we note that you
indicate that If,
however, its interest in AFX were considered to be a security, then
Innventure believes
that the number of its personnel involved in managing Innventure s
securities holdings
would increase.
6. We note your observation that [a]s of March 31, 2024, Innventure,
together with AFX
and ACC, had a total of 99 individuals on payroll Please clarify
the basis for including
employees of AFX in your analysis of the activities of officers and
directors of
Innventure, in light of the fact that it is not part of your
consolidated analysis set forth in
the remainder of your Tonopah analysis, which for example, elsewhere
only reflects the
consolidation of Innventure with ACC, IGP, and IMS .
7. Please supplement your analysis of the activities of the officers and
directors of
Innventure to explicitly address (i) officers and directors of
Innventure, ACC, IGP, and
August 1, 2024
Page 3
IMS, to the extent not already addressed in your discussion of
individuals on payroll and
(ii) employees of IGP and IMS. In your response, please address the
investment expertise
held by persons working on matters related to the ESG Fund and whether
(and to what
extent) such persons are also officers, directors, or employees of
Innventure.
8. Please describe in additional detail (i) the current and proposed
activities of Innventure s
capital markets team, including its Head of Capital Markets, and (ii)
any activities or
operations of these or other company personnel relating to preparation
for potential
exits from Innventure s current or future subsidiary companies,
including for example,
through IPOs or sales. In addition, please confirm whether exit
transactions are or are not
expected to be a factor in Innventure s business plan. In this regard,
we note Innventure s
indication that exit transactions are not expected to be a factor in
the business plans for
Operating Companies. (emphasis added)
9. We note the Discussion of Differences in Asset Values as between the
S-4 Financials
and 3(a)(1)(A) Table provided on page 24 of your response letter
dated June 18, 2024.
Please:
Describe in additional detail each individual adjustment
and/or reclassification
listed in the columns entitled Adj to remove GAAP balance related
to AFX and
Adj to record AFX FV and 40 ACT treatment reclass on Annex B,
including in
each case, (i) the original account in the S-4 Financials that was
adjusted to derive
an amount listed in the above-described columns and (ii) the amount
of any
adjustment;
Specifically identify (i) any instances where you include an asset
on the Company s
3(a)(1)(A) Table that was not recorded in the S-4 Financials and
(ii) each instance
where an asset recorded on the 3(a)(1)(A) Table does not have the
same value
ascribed to it on the 3(a)(1)(A) Table that was ascribed to it in
the S-4 Financials; and
To the extent any value specified in the 3(a)(1)(A) Table is (i)
different from the
values that would be determined pursuant to 1940 Act Section
2(a)(41) and/or (ii)
different from the value ascribed to the asset in the S-4
Financials, specifically
explain how and why the valuations differ.
10. We note the discussion of the nature of Innventure s assets and its
sources of income
provided on pages 10 and 11 of your response letter dated June 18, 2024.
Please:
Describe the instruments recorded as cash equivalents and
short term investments
and, for each type of asset, their approximate amounts;
Describe in additional detail Innventure s arrangements to acquire
additional PCT
shares, including Innventure s plans to acquire additional shares
from affiliates or
related parties. In your response, please discuss the implications of
such planned
acquisitions to Innventure s status analyses and provide a good
faith estimate of the
total number of PCT shares Innventure proposes to hold upon the
completion of all
such potential transactions, together with an estimate of the
approximate percentage
of non-cash assets composed of PCT shares upon the completion of all
such
transactions;
Provide your legal analysis supporting your conclusion that expenses
incurred in
connection with the acquisition or holding of PCT shares should not
be viewed as
investment expenses. In your response, please explain why the
acquisition of shares
August 1, 2024
Page 4
from an affiliate to enable Innventure to show continued support
for PCT is
relevant to your analysis; and
We note your suggestion that Loans from Innventure to AFX
are [a]rguably not a
security based on the analysis in Section (2) [of your response
letter]. Please provide
your legal analysis supporting your conclusion that such loans do
not meet the
definition of a security as defined in the Investment Company Act,
including, as
necessary, the relevance to your conclusion of the Howey analysis
presented with
respect to the Company s interests in AFX.
11. Please provide a supplementary reconciliation of the description of
Innventure s assets for
purposes of its Section 3(a)(1)(C) analysis with the S-4 Financials. In
your response,
please:
Specifically identify (i) any instances where you include an asset
on the Company s
3(a)(1)(C) Table that was not recorded in the S-4 Financials and
(ii) each instance
where an asset recorded on the 3(a)(1)(C) Table does not have the
same value
ascribed to it on the 3(a)(1)(C) Table that was ascribed to it in
the S-4 Financials; and
To the extent any value specified in the 3(a)(1)(C) Table is (i)
different from the
values that would be determined pursuant to 1940 Act Section
2(a)(41) and/or (ii)
different from the value ascribed to the asset in the S-4
Financials, specifically
explain how and why the valuations differ. In your response, please
describe in detail
your valuation of Innventure s equity ownership of AFX, ACC, IGP,
and IMS,
including how such valuations were determined. In this regard, we
note that the
purported value of Innventure s equity ownership in ACC would,
alone, greatly
exceed the total value of all of Innventure s assets reflected in
the S-4 Financials
prepared in accordance with GAAP.
Interests of Learn CW's Directors and Executive Officers in the Business
Combination, page 18
12. We note your response to prior comment 4. You state in the first
paragraph on page 19
that Robert Hutter and Adam Fisher, who serve as directors on the Learn
CW Board and
as Learn CW's CEO and President, respectively, may be deemed to
indirectly beneficially
own the 5,630,000 Learn CW securities that are directly beneficially
owned by the
Sponsor. You further state in the second paragraph on page 19 that the
independent
directors of the LCW Board hold 120,000 Learn CW Class B Ordinary Shares
in the
aggregate. Please revise your disclosure to provide an 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, including each of
the
aforementioned.
Learn CW Investment Corporation
Notes to Financial Statements
Note 1: Description of Organization and Business Operations, page F-27
13. We note your disclosure in Note 1 to the financial statements of LEARN
CW Investment
Corporation that [t]he post-Business Combination company will own
100% of the
outstanding voting securities of the target and will therefore not be
required to register as
an investment company under the Investment Company Act of 1940, as
amended .
Please revise this statement to account for the risk that Innventure
could meet the
August 1, 2024
Page 5
definition of an investment company, as generally described in the risk
factor captioned
If Innventure is deemed to be an investment company under the
Investment Company
Act, it may be required to institute burdensome compliance requirements
and its activities
may be restricted, which may make it difficult to operate or to execute
its growth plans.
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,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: John W. Stribling