UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____ to ____.

 Commission File Number: 001-40885

 Learn CW Investment Corp oration

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 98-1583469

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification Number)

 11755 Wilshire Blvd.

 Suite 2320

 Los Angeles, California

 90025

 (Address of principal executive offices)

 (Zip Code)

 ( 424) 324-2990

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading

 symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant

 LCW.U

 The New York Stock Exchange

 Class A Ordinary Shares included as part of the units

 LCW

 The New York Stock Exchange

 Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50

 LCW.WS

 The New York Stock Exchange

 Securities registered

 pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
 chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
 standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
 under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
 correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
 executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

 The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant's
 most recently completed second fiscal quarter) was $ 241,040,000.

 As of April 2, 2024, there were 9,338,421 Class A ordinary shares, par value $0.0001
 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Cautionary Note Regarding Forward-Looking Statements

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved].

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This report, including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes
 forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our forward-looking statements include, but are not limited to, statements regarding our or our
 management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
 assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions
 may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

 •

 our ability to select an appropriate target business or businesses;

 •

 our ability to complete the Business Combination (as defined herein), including our recently announced proposed business combination with Innventure LLC ("Innventure");

 •

 our expectations around the performance of the prospective target business;

 •

 our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

 •

 our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

 •

 our potential ability to obtain additional financing to complete the Business Combination;

 •

 our pool of prospective target businesses;

 •

 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);

 •

 the ability of our officers and directors to generate a number of potential business combination opportunities;

 •

 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 (as defined herein) 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.

 The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
 that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
 performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors," elsewhere in this
 Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the "SEC"), including in our preliminary prospectus/proxy statement included in a Registration Statement on Form S-4 filed with the SEC by Learn SPAC
 HoldCo, Inc. ("Holdco") on January 26, 2024, relating to our proposed business combination with Innventure (the "Innventure Disclosure Statement"). Should one or more of these risks or uncertainties materialize, or should any of our assumptions
 prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
 events or otherwise, except as may be required under applicable securities laws.

 References in this report to "we," "us" or the "Company" refer to Learn CW Investment Corporation. References to our "management" or our "management team" refer to our officers
 and directors, and references to the "Sponsor" refer to CWAM LC Sponsor, LLC. References to "founder shares" are to shares of our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public
 offering, and the shares of our Class A ordinary shares issued upon the conversion thereof as provided herein, and references to "initial stockholders" are to holders of our founder shares prior to our initial public offering.

 Item 1.

 Business.

 General

 We are a blank check company incorporated on February 21, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share
 purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are a "shell
 company" as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act") because we have no operations and nominal assets consisting almost entirely of cash. On October 13, 2021, we consummated our initial public offering
 (the "IPO") of 23,000,000 units, which included the issuance of 3,000,000 units as a result of the underwriter's full exercise of their over-allotment option (the "Units"), each Unit consisting of one Class A ordinary share of the Company, par
 value $0.0001 per share (the "Public Shares") 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 $230,000,000 ($10.00 per Public Unit) of the net proceeds from the IPO and the Private Placement were deposited in
 a trust account (the "Trust Account") established for the benefit of the Company's public stockholders at a U.S. based trust account, with U.S. Bank National Association, acting as trustee.

 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (less up to $100,000 of interest to
 pay dissolution expenses), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public
 shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association (a) to modify the substance or timing of the Company's obligation to provide holders of the Public
 Shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Company's public shares if it does not complete the Business Combination by October 13, 2024 (such period, the "completion
 window") or (b) with respect to any other material provision relating to shareholders' rights or pre-initial business combination activity, or (iii) the redemption of the Company's Public Shares if it is unable to complete a Business Combination
 within the completion window, subject to applicable law.

 On October 13, 2023, the Company announced that the Company's shareholders voted in favor of approving amendments to the Company's amended and restated memorandum and articles of
 association (the "Charter") to, among other things, extend the date by which the Company must consummate an initial business combination from October 13, 2023 up to twelve times through monthly deposits of $150,000 into the Trust Account until
 October 13, 2024 (such meeting, the "Extension Meeting"). As of the date of this annual report on Form 10-K, the Company has extended the period of time to consummate its initial business combination to April 13, 2024.

 Furthermore, in connection with the Extension Meeting, shareholders holding 13,661,579 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion
 of the funds in the Trust Account. As a result, approximately $145.2 million (based on a redemption price of approximately $10.63 per share) was removed from the Trust Account to pay such holders.

 On October 24, 2023, the Company entered into the Business Combination Agreement with Holdco, LCW Merger Sub, Inc., a Delaware corporation and direct and wholly-owned subsidiary
 of Holdco ("LCW Merger Sub"), Innventure Merger Sub, LLC, a Delaware limited liability company and direct and wholly-owned subsidiary of Holdco ("Innventure Merger Sub") and Innventure. Innventure founds, funds, operates, and rapidly scales
 companies in strategic collaboration with Multinational Corporations ("MNCs") to commercialize breakthrough technology solutions. Innventure has launched and built three companies since inception: PureCycle Technologies, Inc. (Nasdaq: PCT),
 whose technology converts recycled polypropylene into a renewable resource through its unique purification process; AeroFlexx LLC, whose technology utilizes flexible film to create a package for liquid products that use up to 85% less virgin
 plastic versus traditional rigid bottles; and Accelsius LLC, whose technology utilizes liquid cooling technology to meet the rising demand for efficient cooling systems in datacenters and telecommunication systems.

 Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the "Innventure Business Combination" and, together with
 the transactions contemplated thereby, the "Transactions"), pursuant to which, among other things, (i) LCW Merger Sub will merge with and into the Company (the "LCW Merger"), with the Company being the surviving company, and (ii) Innventure
 Merger Sub will merge with and into Innventure, with Innventure being the surviving company (the "Innventure Merger" and, together with the LCW Merger, the "Mergers"). Following the Mergers, each of the Company and Innventure will be a
 subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the "Closing"), Holdco is expected to change its name to Innventure, Inc., and its common stock, par value $0.0001 (the "Holdco Common
 Stock"), is expected to list on either the New York Stock Exchange (the "NYSE") or the Nasdaq Stock Market LLC ("Nasdaq").

 The Innventure Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of other conditions set forth
 in the Business Combination Agreement.

 For more information about the Business Combination Agreement and the proposed Innventure Business Combination, see our Current Report on Form 8-K filed with the SEC on October
 24, 2023 and the Innventure Disclosure Statement filed with the SEC on January 26, 2024.

 Our sponsor is an affiliate of Learn Capital and Commonwealth Asset Management ("CWAM"). Founded in 2008, Learn Capital is a leading venture capital firm to focus exclusively on
 early-stage and mid-stage investments in the $5.4 trillion global education sector. By leveraging deep sector expertise and networks and sustained attention to emerging breakthroughs in technology-enabled education delivery, the firm has invested
 early in many of the sector's largest and leading companies. In the last decade, Learn Capital has raised four funds totaling $600+ million in assets under management and invested in category-leading companies reaching learners globally,
 rendering a firm the leading global brand for technology-enabled education venture capital. Learn Capital was founded by Rob Hutter and Greg Mauro, a team who formerly managed an affiliate of Founders Fund. Learn Capital possesses decades of
 founding, operating, and investing experience in the education, consumer, hard tech and enterprise technology sectors.

 Commonwealth Asset Management Holdings LLC ("CWAM Platform") is a Los Angeles-based asset management platform founded in June 2019 and led by Adam Fisher, our President, and the
 former Head of Global Macro and Real Estate at Soros Fund Management LLC ("Soros") and the former founder and Chief Investment Officer of Commonwealth Opportunity Capital, GP LLC ("CWOC"). The CWAM Platform offers separate but complementary
 products in the two business lines of Global Macro, managed by its advisor CWAM, and Real Estate, managed by its dedicated advisor Commonwealth Real Estate LP ("CWRE"). Over time, CWAM has found these two strategies to be the dominant expressions
 of its top-down investment process and philosophy. Prior to establishing the CWAM Platform, the founders and key investment professionals worked together as the core macro and real estate groups at Soros, and before that at CWOC.

 Business Strategy

 Our business strategy to date has been to identify and complete our Business Combination with a company that complements the experiences and skills of our management team and can
 benefit from their operational expertise. Our selection process leveraged our founders' broad and deep relationship network, distinct industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated
 opportunities. This network has been developed through our founders' extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and across a variety of industries, including:

 •

 a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns;

 •

 experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic
 acquisitions; and

 •

 an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.

 We believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry backdrop and an opportunity for
 significant growth. Our founders' objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. In identifying Innventure as a target for the proposed
 Innventure Business Combination, we favored opportunities with certain industry and business characteristics. Key industry characteristics considered included compelling long-term growth, attractive competitive dynamics, consolidation
 opportunities and low risk of technological obsolescence. Key business characteristics considered included high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins,
 high incremental margins and attractive free cash flow characteristics.

 Acquisition Criteria

 Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.
 We used these criteria and guidelines in evaluating acquisition opportunities, which we believe Innventure satisfied, as we looked to identify target companies that:

 •

 are fundamentally sound but are underperforming their potential;

 •

 exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;

 •

 are at an inflection point where we believe we can drive improved financial performance;

 •

 offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

 •

 can benefit from our founders' knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitability and rapidly scaling businesses;

 •

 are valued attractively relative to their existing cash flows and potential for operational improvement; and

 •

 offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

 These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the
 extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management deemed relevant. We believe that Innventure meets the above criteria, as described in the Innventure Disclosure
 Statement.

 Proposed Business Combination with Innventure

 On October 24, 2023, we entered into the Business Combination Agreement with Holdco, LCW Merger Sub, Innventure Merger Sub and Innventure.

 Pursuant to the Business Combination Agreement, the parties thereto will enter into the Innventure Business Combination, pursuant to which, among other things, the Mergers will
 occur and, following the Mergers, each of the Company and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the Closing, Holdco is expected to change its name to Innventure, Inc, and the Holdco Common
 Stock is expected to list on either the NYSE or Nasdaq.

 The consummation of the proposed Innventure Business Combination is subject to certain conditions as further described in the Business Combination Agreement.

 For more information about the Business Combination Agreement and the proposed Innventure Business Combination, see our Current Report on Form 8-K filed with the SEC on October
 24, 2023 and the Innventure Disclosure Statement. Unless specifically stated, this Annual Report on Form 10-K does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks
 and effects relating to the proposed Transactions are included in the Innventure Disclosure Statement relating to our proposed Innventure Business Combination.

 The rules of the NYSE require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least
 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive
 agreement in connection with the Business Combination. Our board of directors independently determined that the fair market value of the proposed Innventure Business Combination at the time of signing the Business Combination Agreement equaled at
 least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust).

 We anticipate structuring the proposed Innventure Business Combination so that the post-transaction company in which our public
 shareholders own shares will own 100% of the outstanding equity interests or assets of the target business or businesses. However, our shareholders prior to the Business Combination will collectively own a minority interest in the
 post-transaction company. In addition, to the extent Innventure may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in the company or its business. Although our management
 will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. For more information on the risks associated with the proposed Innventure
 Business Combination, see the Innventure Disclosure Statement.

 Acquisition Process

 In evaluating a prospective target business, we conducted a thorough due diligence review that may encompassed, among other things, meetings with incumbent management and
 employees, document reviews and inspection of facilities, as well as a review of financial and other information that was made available to us. We also utilized our operational and capital planning experience. The time required to structure and
 complete the Business Combination, and the costs associated with the process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business
 with which the Business Combination is not ultimately completed will result in our incurring losses and reduce the funds we can use to complete another business combination.

 We are not prohibited from pursuing the Business Combination or subsequent transaction with a company that is affiliated with our Sponsor, founders, officers or directors. In the
 event we seek to complete the Business Combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of
 independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination is fair to our company from a financial point of view.

 Our officers and directors did not individually select a target business. Our management team was continuously made aware of potential business opportunities, one or more of which
 we may have pursued for a business combination. Information regarding the process we undertook can be found in the Innventure Disclosure Statement.

 In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities,
 including CWAM and Learn Capital. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she, or it has then-current fiduciary or contractual
 obligations, then, subject to their fiduciary duties under Cayman Islands law, or contractual obligations, he, she, or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such
 entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not believe that the fiduciary duties or contractual obligations of our
 founders, officers or directors will materially affect our ability to complete the proposed Innventure Business Combination. Our Amended and Restated Memorandum and Articles of Association provide that, to the fullest extent permitted by
 applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
 of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,
 and us, on the other.

 Furthermore, our Sponsor, founders, officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or
 investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Our founders,
 officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential
 business combinations and monitoring the related due diligence. However, we do not believe that any such potential conflicts would materially affect our ability to complete the proposed Innventure Business Combination.

 Redemption Rights for Public Stockholders upon Completion of the Business Combination

 In addition to the redemption rights we provided to our stockholders at the time of the Extension Shareholder Meeting, we will provide our public shareholders with the opportunity
 to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days
 prior to the consummation of the Business Combination, including interest (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The redemption right will
 include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the Business Combination
 with respect to our warrants. Further, subject to the provisions of our Amended and Restated Memorandum and Articles of Association, we will not proceed with redeeming the Public Shares, even if a public shareholder has properly elected to redeem
 its shares, if a business combination does not close. Our Sponsor, officers and directors have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public
 shares in connection with the completion of the Business Combination. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public shares held by them in
 connection with the completion of the Business Combination.

 Manner of Conducting Redemptions

 We will provide our public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either

 (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will
 be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
 listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require
 shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our Amended and Restated Memorandum and
 Articles of Association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange
 listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on the NYSE,
 we will be required to comply with the NYSE rules. If we hold a shareholder vote to approve the Business Combination, we will, pursuant to our Amended and Restated Memorandum and Articles of Association:

 •

 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

 •

 file proxy materials with the SEC.

 Submission of the Business Combination to a Stockholder Vote

 When we seek shareholder approval of the Business Combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption
 rights described above upon completion of the business combination.

 Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
 shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
 shareholder vote for business or other reasons, we will, pursuant to our Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the
 SEC prior to completing the Business Combination. Our Amended and Restated Memorandum and Articles of Association require these tender offer documents to contain substantially the same financial and other information about the initial business
 combination and the redemption rights as is required under the SEC's proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder
 approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder
 approval, we will complete the Business Combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote
 at a general meeting of the company. In such case, the Sponsor and our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the Business Combination. As a result,
 assuming the Sponsor continues to own the shares they have purchased, we would not need any additional shares to be voted in favor of a transaction, in order to have the Business Combination approved. Each public shareholder may elect to redeem
 their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our initial shareholders have entered into agreements with us, pursuant to which they have agreed (i) to waive their
 redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination, or (ii) to waive their redemption rights with respect to their founder shares and public shares in
 connection with a shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of Association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in
 connection with the Business Combination or to redeem 100% of our public shares if we have not consummated an initial business combination by April 13, 2024 (or by October 13, 2024, if we elect to extend the date to consummate an initial
 business combination on a monthly basis for up to twelve (12) times by an additional one month each time, subject to the Sponsor depositing into the Trust Account for each such one-month extension (the "Extension Payment") the lesser of (x)
 $150,000 or (y) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the initial business combination has occurred, which may be made in exchange for a non-interest
 bearing promissory note payable upon consummation of the an initial business combination) (as extended, the "Extended Date") or (b) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity. On
 March 13, 2024, we extended the period of time to consummate the Business Combination by one month, from March 13, 2024 to April 13, 2024. In connection with such extension, an aggregate of $150,000 was deposited in the Trust Account.

 Limitation on Redemption upon Completion of the Business Combination if We Seek Stockholder Approval

 If we seek shareholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, o ur Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
 (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO (the "Excess Shares"), without our prior consent. We believe this
 restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us
 or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO
 could threaten to exercise its redemption rights if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders' ability
 to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete the Business Combination,
 particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

 However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against the Business Combination.

 Redemption of Public Shares and Liquidation if No Business Combination

 Our Amended and Restated Memorandum and Articles of Association, as amended, provide that we will have until the Extended Date to complete the Business Combination. On March 13,
 2024, we extended the period of time to consummate the Business Combination by one month, from March 13, 2024 to April 13, 2024. In connection with such extension, an aggregate of $150,000 was deposited in the Trust Account.

 If we do not complete the Business Combination within such prescribed time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as
 reasonably possible but not more than ten (10) 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
 inheld 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 shareholders' rights as shareholders
 (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and
 dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions
 with respect to our warrants, which will expire worthless if we fail to complete the Business Combination within the prescribed time period. Our Amended and Restated Memorandum and Articles of Association provide that, if we wind up for any other
 reason prior to the consummation of the Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten (10) business days thereafter,
 subject to applicable Cayman Islands law.

 Corporate Information

 Our executive offices are located at 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025, and our telephone number is (424) 324-2990. We maintain a corporate website
 at www.learncwinvestmentcorp.com. The information that is or may be contained on or accessible through our corporate website or any other website that we may maintain is not part of this report and is not incorporated herein by reference. We are
 required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K, and, as applicable, amendments to those reports
 filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains
 an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC's Internet website is located at  In addition, the Company will
 provide copies of these documents without charge upon request from us at info@learncwinvestmentcorp.com or by telephone at 424-324-2990.

 Status as a Public Company

 We believe our structure has made us an attractive business combination partner to target businesses. As an existing public company, we offer Innventure an alternative to a
 traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business
 for our Public Shares (or shares of a new holding company) or for a combination of our Public Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe this method may be a more expeditious and cost
 effective method to becoming a public company than a typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are
 significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

 Furthermore, assuming the proposed Innventure Business Combination is completed, Innventure will have effectively become public, whereas an initial public offering is always
 subject to the underwriter's ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe Innventure would then
 have greater access to capital, an additional means of providing management incentives consistent with shareholders' interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by
 augmenting Innventure's profile among potential new customers and vendors and aid in attracting talented employees.

 We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups ("JOBS") Act. As such, we are eligible to
 take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor
 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding
 advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our
 securities and the prices of our securities may be more volatile.

 In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the
 Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have
 historically taken and intend to continue to take advantage of the benefits of this extended transition period.

 We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which
 we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end
 of that year's second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Competition

 We have encountered competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
 other special purpose acquisition companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities were well-established and had extensive experience in
 identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors also possessed greater technical, human and other resources or more local industry
 knowledge than we do and our financial resources were relatively limited when contrasted with those of many of these competitors. Our ability to compete with respect to the acquisition of certain target businesses that are sizable has been
 limited by our available financial resources. This inherent competitive limitation gave others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we were obligated to offer holders of our public shares the right
 to redeem their shares for cash at the time of the Business Combination in conjunction with a shareholder vote or via a tender offer. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
 combination.

 Facilities

 We currently maintain our executive offices at 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025. We consider our current office space adequate for our current
 operations.

 Employees

 We currently have three executive officers: Robert Hutter, Adam Fisher and Greg Mauro. These individuals are not obligated to devote any specific number of hours to our matters
 but they intend to devote as much of their time as they deem necessary to our affairs until we have completed the Business Combination. The amount of time they will devote in any time period will vary based on whether a target business has been
 selected for the Business Combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of the Business Combination.

 Item 1A.

 Risk Factors.

 As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and other
 factors that could have a material effect on us and our operations.

 •

 We are a blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business
 objective.

 •

 Our public shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete the Business Combination even though a majority of our public
 shareholders do not support such a combination.

 •

 The requirement that we complete the Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time
 we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete the Business Combination on terms that would produce
 value for our shareholders.

 •

 We may not be able to complete the Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public
 shares and liquidate.

 •

 You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares
 or warrants, potentially at a loss.

 •

 If we seek shareholder approval of the Business Combination, our sponsor, the initial shareholders, our directors, executive officers, advisors or their affiliates may elect to purchase Public Shares or
 Public Warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares.

 •

 The NYSE may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

 •

 Our management may not be able to maintain control of a target business after the Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will
 possess the skills, qualifications or abilities necessary to profitably operate such business.

 •

 If we pursue a target company with operations or opportunities outside of the United States for the Business Combination, we may face additional burdens in connection with investigating, agreeing to and
 completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

 •

 If we do not consummate the Business Combination by the Extended Date, our public shareholders may be forced to wait beyond such applicable period before redemption from our Trust Account.

 •

 Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
 limited.

 •

 We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to "emerging
 growth companies" or "smaller reporting companies," this could make our securities less attractive to investor and may make it more difficult to compare our performance with other public companies.

 •

 The current economic downturn may lead to increased difficulty in completing the Business Combination.

 •

 Recent volatility in capital markets may affect our ability to obtain financing for our business combination through sales of our ordinary shares or issuance of indebtedness.

 •

 Military conflict in Ukraine, the Middle East, or elsewhere may lead to increased price volatility for public traded securities, which could make it difficult for us to consummate the Business Combination.

 •

 There is substantial doubt about our ability to continue as a "going concern."

 •

 If we are unable to complete the Business Combination, there may be significant competition for us to find another attractive target for an initial business combination. This could increase the costs
 associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination.

 •

 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.

 •

 We may reincorporate in another jurisdiction in connection with the Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to
 enforce our legal rights.

 •

 Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and
 results of operations.

 For the complete list of risks relating to our operations, see the section entitled "Risk Factors" contained in our registration statement on Form S-1 (File No. 333-254820)
 filed in connection with our IPO, and the registration statement on Form S-4 relating to our proposed business combination with Innventure (File No. 333-276714) filed by Holdco with the SEC on January 26, 2024.

 Item 1B.

 Unresolved Staff Comments.

 None.

 Item 1C.

 Cybersecurity.

 We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition
 transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is
 generally responsible for the oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.

 Item 2.

 Properties.

 We do not own or lease any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 11755 Wilshire Blvd.,
 Suite 2320, Los Angeles, California 90025. We consider our current office space adequate for our current operations.

 Item 3.

 Legal Proceedings.

 To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us, any of our officers or directors in their
 capacity as such, any of our property, any of our affiliates, any beneficial owner of more than five percent of our voting securities, or any associate thereof.

 Item 4.

 Mine Safety Disclosures.

 Not applicable.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our units, Class A ordinary shares and warrants are each traded on the NYSE under the symbols "LCW.U," "LCW" and "LCW.WS," respectively. Our units commenced public trading on
 October 13, 2021, and our Class A ordinary shares and warrants commenced separate public trading on November 29, 2021.

 Holders

 On December 31, 2023, there was 1 holder of record of our units, 1 holder of record of our Class A ordinary shares, 2 holders of record of our warrants and 5 holders of record of our founder shares.

 Dividends

 We have never declared or paid any dividends on our ordinary shares. We do not anticipate paying cash dividends in the foreseeable future.

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 In February 2021, we issued to our sponsor an aggregate of 7,187,000 founder shares in exchange for a payment of $25,000 from our sponsor to cover for certain expenses on behalf
 of us, or approximately $0.003 per share. On August 20, 2021 and September 9, 2021, we effected two surrenders of founder shares, resulting in our initial shareholders holding, and there being outstanding, an aggregate of 5,750,000 founder
 shares. The sale of the founder shares was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.

 As described above under the heading "Business – General" in Part I of this report, on October 13, 2021, we consummated the Private Placement, with our sponsor and the
 Underwriters, of an aggregate of 7,146,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $7,146,000. The Private Placement Warrants are
 substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they may be exercised for cash or on a cashless basis and subject to certain limited exceptions, will be subject to transfer
 restrictions until 30 days following the consummation of the Company's Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be
 redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Private Placement Warrants Purchase
 Agreement. The issuances of the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The sale of the private placement warrants was made pursuant
 to an exemption from registration contained in Section 4(a)(2) of the Securities Act.

 Use of Proceeds from the Initial Public Offering

 On October 13, 2021, we consummated our IPO of 23,000,000 Units, which included 3,000,000 Units issued pursuant to the exercise by the underwriter of its over-allotment option.
 The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $230,000,000. Evercore Group L.L.C. acted as the sole underwriter of the IPO. The securities sold in the IPO were registered under the Securities Act on a
 registration statement on Form S-1 (No. 333-254820). The SEC declared the registration statement effective on October 7, 2021.

 On October 13, 2021, a total of $230,000,000 of the net proceeds from the IPO and the sale of the Private Placement Warrants were deposited in the Trust Account. The net proceeds
 deposited in the Trust Account remain on deposit in the Trust Account until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described
 elsewhere in this Annual Report.

 Repurchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 References to the "Company," "our," "us" or "we" refer to Learn CW Investment Corporation. The following discussion and analysis of the Company's financial condition and results
 of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information
 contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information
 contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set
 forth under "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Overview

 We are a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share
 purchase, reorganization or similar Business Combination with one or more businesses. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search for a target business operating
 in the media, entertainment and technology industries. Our Sponsor, Learn CW Investment Corporation, a Cayman Islands limited liability company. We intend to effectuate the Business Combination using cash from the proceeds of our initial public
 offering and the private placement of the private placement warrants, our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that
 our plans to complete a Business Combination will be successful.

 Our registration statement for our IPO was declared effective on October 7, 2021. On October 13, 2021, we consummated our IPO of 23,000,000 units, including the issuance of
 3,000,000 units as a result of the underwriter's full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consisted of one Public Share and one-half of one redeemable Warrant. Each
 whole Public Warrant entitles the holder to purchase one Public Share for $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,146,000 warrants at a price of $1.00 per Private
 Placement Warrant in a private placement to the Sponsor generating gross proceeds of $7,146,000.

 Following the closing of the IPO on October 13, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of
 the Private Placement Warrants was placed in the Trust Account, located in the United States at a nationally recognized financial institution, with U.S. Bank National Association acting as trustee. The Trust Account is intended as a holding place
 for funds pending the earliest to occur of either: (i) the completion of the initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Amended and Restated
 Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial business combination or to
 redeem 100% of the public shares if the Company does not complete the initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of the Class A
 ordinary shares; or (iii) absent completing an initial business combination within 18 months from the closing of this offering, the return of the funds held in the Trust Account to the public stockholders as part of the redemption of the public
 shares.

 If we are unable to complete the Business Combination within the Combination Period or during any Extension Period, we will (i) cease all operations except for the purpose of
 winding up, (ii) as promptly as reasonably possible but no 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, divided by the
 number of then outstanding public shares, which redemption will completely extinguish public Shareholder's rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
 promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company,
 subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law.

 Recent Developments

 On October 13, 2023, the Company announced that the Company's shareholders voted in favor of approving amendments to the Company's Charter to, among other things, extend the date
 by which the Company must consummate an initial business combination from October 13, 2023 to October 13, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve times by an additional
 one month, subject to the Sponsor depositing the Extension Payment into the Trust Account.

 Furthermore, in connection with the Extension Meeting, shareholders holding 13,661,579 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion
 of the funds in the Trust Account. As a result, approximately $145.2 million (based on a redemption price of approximately $10.63 per share) was removed from the Trust Account to pay such holders.

 On October 24, 2023, the Company entered into the Business Combination Agreement. Innventure founds, funds, operates, and rapidly scales companies in strategic collaboration with
 MNCs to commercialize breakthrough technology solutions. Innventure has launched and built three companies since inception: PureCycle Technologies, Inc. (Nasdaq: "PCT"), whose technology converts recycled polypropylene into a renewable resource
 through its unique purification process; AeroFlexx, whose technology utilizes flexible film to create a package for liquid products that uses up to 85% less virgin plastic versus traditional rigid bottles; and Accelsius, whose technology utilizes
 liquid cooling technology designed to meet the rising demand for efficient cooling systems in datacenters and telecommunication systems.

 Pursuant to the Business Combination Agreement, the parties thereto will enter into the Transactions, pursuant to which, among other things, (i) LCW Merger Sub will merge with and
 into the Company, with the Company being the surviving company, and (ii) Innventure Merger Sub will merge with and into Innventure, with Innventure being the surviving company. Following the Mergers, each of the Company and Innventure will be a
 subsidiary of Holdco, and Holdco will become a publicly traded company. At the Closing, Holdco is expected to change its name to Innventure, Inc, and its common stock, par value $0.0001, is expected to list on either the NYSE or Nasdaq.

 The Innventure Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the
 satisfaction of certain other conditions set forth in the Business Combination Agreement.

 For more information about the Business Combination Agreement and the proposed Innventure Business Combination, see our Current Report on Form 8-K filed with the SEC on October
 24, 2023 and the Registration Statement on Form S-4 filed by Holdco with the SEC on January 26, 2023. Unless specifically stated, this Annual Report on Form 10-K does not give effect to the proposed Transactions and does not contain the risks
 associated with the proposed Transactions. Such risk and effects relating to the proposed Transactions are included in a Registration Statement on Form S-4 filed with the SEC relating to our proposed business combination with Innventure.

 On March 13, 2024, the Company announced that $150,000 was deposited into the Trust Account to extend the period of time the Company has to consummate its initial business
 combination to April 13, 2024.

 Results of Operations

 Our only activities from inception through December 31, 2023 were those related to our formation, the preparation for our Initial Public Offering and, since the closing of the
 IPO, the search for a prospective initial business combination, and activities in connection with the proposed Innventure Business Combination. We have neither engaged in any operations nor generated any operating revenues to date. We will not
 generate any operating revenues until after completion of our initial business combination, at the earliest. We incurred expenses as a result of being a public company (including for legal, financial reporting, accounting and auditing
 compliance), as well as for expenses in connection with searching for a prospective initial business combination.

 For the year ended December 31, 2023, we had net income of $3,907,392, which consisted of operating expenses of $6,204,223, a gain from the change in fair value of the warrant
 liability of $745,840, interest income related to the Trust Account and cash account of $8,809,032 and gain on settlement of deferred underwriting fees of $556,743.

 For the period ended December 31, 2022, we had net income of $9,891,490, which consisted of operating expenses of $1,802,357, a gain from the change in fair value of the warrant
 liability of $8,419,283, and interest income related to the Trust Account of $3,274,564.

 Liquidity, Capital Resources and Going Concern

 On October 13, 2021, the Company consummated the Initial Public Offering of 20,000,000 units, generating gross proceeds of $200,000,000. Simultaneously with the closing of the
 Initial Public Offering, the Company consummated a private placement of 7,146,000 Warrants at a price of $1.00 per Private Placement Warrant to its Sponsor, generating gross proceeds of $7,146,000. Simultaneously, the underwriters exercised the
 over-allotment option and purchased an additional 3,000,000 Over-Allotment Units, generating an aggregate of gross proceeds of $30,000,000.

 Following the consummation of the Initial Public Offering on October 13, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the
 Initial Public Offering was placed in the Trust Account. Transaction costs amounted to $12,375,591 consisting of $2,446,000 of underwriting fees, $9,780,500 of deferred underwriting fees and $930,686 of other costs.

 As of December 31, 2023, and 2022, we had $100,304,232 and $235,578,275 cash held in the Trust Account, respectively. We intend to use substantially all of the funds held in the
 Trust Account. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations
 of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

 As of December 31, 2023, and 2022, we had cash of $116,234 and $748,857 held outside of the Trust Account, respectively. We intend to use the funds held outside of the Trust
 Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties, or similar locations of prospective target businesses or their
 representative or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

 In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or our
 officers and directors may provide us working capital loans ("Working Capital Loans"). On May 3, 2022, the Company entered into an initial promissory note (the "Initial Note") in the principal amount of $1,050,000 in favor of the Sponsor. On
 December 29, 2023, the Company issued an amended and restated promissory note (the "First Restated Note") in the principal amount of up to $2,487,000 in favor of the Sponsor. On March 19, 2024, the Company issued a further amended and restated
 promissory note (the "Restated Note") in the principal amount of up to $3,050,000 in favor of the Sponsor, which was fully drawn as of such date. The Restated Note amends, restates, replaces and supersedes the Initial Note and First Restated
 Note. The Restated Note may be drawn down by the Company from time to time prior to the earlier of (i) October 13, 2024 and (ii) the date on which the Company consummates its initial business combination. Upon the consummation of an initial
 business combination, the Sponsor will have the option to convert up to $1,500,000 of the principal balance of the Restated Note into private placement warrants of the Company at a price of $1.00 per private placement warrant. The Restated Note
 does not bear interest. Any unpaid balance owed under the Restated Note may be accelerated upon the occurrence of an Event of Default (as defined in the Restated Note). In the event the Company does not consummate an initial business
 combination, the Restated Note will be repaid only to the extent that the Company has funds available to it outside of the Trust Account. For more information on the Restated Note, see our Form 8-K filed on March 25, 2024. As of December 31, 2023
 and 2022, the Company has drawn $2,439,000 and $1,050,000 on this loan arrangement, respectively.

 Our material cash requirements may be impacted by our commitment to expend capital in connection with the Innventure Business Combination, as described more fully in Item 1 above.

 In connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board ("FASB")
 Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until April 13, 2024 (or, if extended, through October 13, 2024) to consummate the Business
 Combination.

 On March 13, 2024, we extended the period of time to consummate the Business Combination by one month, from March 13, 2024 to April 13, 2024. In connection with such extension, an
 aggregate of $150,000 was deposited in the Trust Account. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by April 13, 2024 and the Company
 decides not to extend the period of time to consummate a Business Combination, there will be a mandatory liquidation and subsequent dissolution.

 The Company's evaluation of its working capital, along with, the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about
 the Company's ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the
 classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 RELATED PARTY TRANSACTIONS

 Founder Shares

 On February 2, 2021, the Company issued an aggregate of 7,187,000 shares of Class B ordinary shares (the "Founder Shares") to the Sponsor for an aggregate purchase price of
 $25,000. On August 20, 2021 and September 9, 2021, the Sponsor effected a surrender of 1,287,000 Class B ordinary shares and 150,000 Class B ordinary shares, respectively, to the Company for no consideration, resulting in a decrease in the total
 number of Class B ordinary shares outstanding from 7,187,000 to 5,750,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment is not exercised
 in full or in part. The underwriter's over-allotment option was exercised in full on October 13, 2021, and these shares are no longer subject to forfeiture.

 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until two years after the completion of a Business Combination.

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the sponsor, an affiliate of the sponsor, or the Company's officers and directors may, but are not
 obligated to, loan the Company funds as may be required (the "Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without
 interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In
 the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital
 Loans.

 On May 3, 2022, the Company entered into the Initial Note in the principal amount of $1,050,000 in favor of the Sponsor. On December 29, 2023, the Company issued the First
 Restated Note in the principal amount of up to $2,487,000 in favor of the Sponsor. On March 19, 2024, the Company issued the Restated Note in the principal amount of up to $3,050,000 in favor of the Sponsor, which was fully drawn as of such date.
 The Restated Note amends, restates, replaces and supersedes the Initial Note and the First Restated Note. The Restated Note may be drawn down by the Company from time to time prior to the earlier of (i) October 13, 2024 and (ii) the date on which
 the Company consummates its initial business combination. Upon the consummation of an initial business combination, the Sponsor will have the option to convert up to $1,500,000 of the principal balance of the Restated Note into private placement
 warrants of the Company at a price of $1.00 per private placement warrant. The Restated Note does not bear interest. Any unpaid balance owed under the Restated Note may be accelerated upon the occurrence of an Event of Default (as defined in
 the Restated Note). In the event the Company does not consummate an initial business combination, the Restated Note will be repaid only to the extent that the Company has funds available to it outside of the Trust Account. For more information
 on the Restated Note, see our Form 8-K filed on March 25, 2024. As of December 31, 2023 and 2022, the Company has drawn $2,439,000 and $1,050,000 on this loan arrangement, respectively.

 Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

 As of December 31, 2023, and 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or
 contractual obligations other than obligations disclosed herein.

 Contractual Obligations

 Registration Rights Agreement

 The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable
 upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to
 three demands, excluding short form demands, that we register such securities. In addition, the holders had certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial
 business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The underwriter was entitled to a deferred fee of $0.35 per Unit, or $7,780,500 in the aggregate, and a discretionary deferred fee of $2,000,000 (collectively, the "Deferred
 Discount"). The Deferred Discount would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement.
 On September 1, 2023, the underwriter executed a letter agreement pursuant to which, among other things, the underwriter forfeited any rights to the Deferred Discount.

 Sponsors Investors Investment

 Our Sponsor purchased $7.7 million of units (or 770,000 units), in the Initial Public Offering. The underwriter has not received any underwritten discount for any unit purchased
 by the Sponsor.

 Critical Accounting Estimates

 The preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP")
 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods
 reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates affecting our financial statements:

 Derivative Financial Instruments

 The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable
 authoritative guidance in FASB Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities from Equity" ("ASC 480"), and ASC 815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the warrants are freestanding
 financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the
 Company's own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date
 while the warrants are outstanding.

 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at
 the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date
 thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation model. The more significant
 estimates made by management in these fair value determinations are around the inputs used in the fair value model, with volatility being the most judgmental of those inputs. A 1% increase in volatility input would increase the Company's warrant
 liability by approximately $1,700,000.

 Recently Issued Accounting Standards

 In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
 in Entity's Own Equity (Subtopic 815-40), ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features
 from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and
 freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06
 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial
 statements.

 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's
 financial statements.

 JOBS Act

 On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public
 companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act
 registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt
 out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected to irrevocably opt out of such extended transition period,
 which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make
 comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

 Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set
 forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial
 reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement
 that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose
 certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years
 following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 Item 8.

 Financial Statements and Supplementary Data.

 Reference is made to Pages F-1 through F-22 comprising a portion of this Annual Report on Form 10-K.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A.

 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
 the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
 information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions
 regarding required disclosure.

 As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design
 and operation of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of
 December 31, 2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to a material weakness in our internal controls with respect to the completeness and
 accuracy of account reconciliations as well as the accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.
 Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived
 and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource
 constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we
 have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any
 design will succeed in achieving its stated goals under all potential future conditions.

 Management's Report on Internal Controls over Financial Reporting

 As required by SEC rules and regulations implement Section 404 of the Sarbanes-Oxley Act, our Principal Executive Officer and Principal Financial Officer is responsible for
 establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process
 designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
 reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

 •

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 •

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in
 accordance with authorizations of our management and directors, and

 •

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

 Because of its inherent limitation, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of
 any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management,
 including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth by the
 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based upon our assessments and those criteria, management determined that we did not maintain effective internal control
 over financial reporting as of December 31, 2023

 Management understands that the accounting standards applicable to our financial statements are complex and has, since our inception, benefited from the support of experienced
 third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters.

 This Report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company
 under the JOBS Act.

 Changes in Internal Control over Financial Reporting

 Other than as discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act)
 during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.

 Other Information.

 No t applicable.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 Our directors and executive officers are as follows:

 Name

 Age

 Title

 Robert Hutter

 Chief Executive Officer and Director

 Adam Fisher

 President and Director

 Greg Mauro

 Chief Operating Officer

 Ellen Levy

 Peter Relan

 Daniel H. Stern

 Anuranjita Tewary

 Robert Hutter has served as our Chief Executive Officer and Director since March 2021. Rob Hutter is the Founder &
 Managing Partner at Learn Capital where he has focused on seed, early-stage and emerging growth companies dedicated to the transformation of learning and the improvement of individual and societal capacities at scale. Rob led Learn's early stage
 investments in Coursera (NYSE: COUR), Udemy (NYSE: UDMY), Nerdy (NYSE: NRDY), General Assembly (SWX: ADEN), and Andela, and he currently serves on the board of Merlyn Mind, Amplify, Photomath, Brilliant, Brainly and several other breakthrough
 firms. In addition, Rob was a board member or led Learn's investment in LearnZillion (acquired by Weld North), StudyEdge (acquired by Accelerate Learning), MasteryConnect (acquired by Instructure), StudySync (acquired by Weld North), Teachable
 (acquired by Hotmart), and Mystery Science (acquired by Discovery Education). Prior to starting Learn Capital, Rob was a Partner at Revolution Ventures, an early-stage venture investment firm and affiliate of Founders Fund. He was involved in the
 founding stages of companies in online games, scalable file storage, high density microprocessors, and K12 instructional assessment. He is a graduate of Harvard University. In 2022, Rob also became chairman of the Edu3 Foundation, a nonprofit
 which is dedicated to addressing educational inequity through digital learning scholarships. We believe that Mr. Hutter is well qualified to serve as a director due to his significant investment experience and his senior leadership experience.

 Adam Fisher has served as our President and Director since March 2021. Mr. Fisher is the Founder and Chief Investment
 Officer of the CWAM Platform. Over the last 16 years, Mr. Fisher has built and successfully led numerous investment management practices across both public and private markets. Prior to launching Commonwealth, from 2017 to 2019, Mr. Fisher served
 as the Global Head of Macro and Real Estate at Soros Fund Management. Prior to joining Soros, Mr. Fisher founded and served as the CIO of CWOC, a global macro hedge fund, from its inception in November 2008 up until it began the process of
 returning capital to investors in July 2017 when the investment team moved to Soros. CWOC had approximately $2.3 billion assets under management at its closing in June 2017 and 25 employees across three office locations. The firm offered two
 comingled global macro hedge funds as well as multiple co-investment opportunities in both the liquid and illiquid space. Before CWOC, Mr. Fisher co-founded Orient Property Group in 2006, focusing on investments throughout the Asia Pacific
 region. Prior to that, from 2003 to 2006, Mr. Fisher co-founded Irongate Capital Partners ("Irongate"), a property investment and development firm. Irongate and its predecessor entity were involved in property transactions in Florida, California,
 Hawaii, Mexico and Canada. Prior to founding Irongate, Mr. Fisher worked in New York for two private equity firms, NMS Capital and TD Capital, as well as a risk arbitrage firm affiliated with Reservoir Capital. He holds a JD/MBA from Columbia
 University and serves on the Columbia University Richman Center for Business, Law and Public Policy Advisory Board. He received his B.S. from Washington University in St. Louis. We believe that Mr. Fisher is well qualified to serve as a director
 due to his significant investment experience and his senior leadership experience.

 Greg Mauro has served as our Chief Operating Officer since March 2021. Greg Mauro is the Founder & Managing Partner
 of Learn Capital. Greg currently serves on the boards of New Globe, Higher Ground, Wave Neuroscience, Cognitive Genetics, Ascent, Smashcut, Foundry College and previously served on the boards of Edmodo (sold to NetDragon) and Mangahigh (sold to
 Westermann). Greg has been active in the charter school movement since 2000, serving eight years on the foundation board for High Tech High, considered by many observers to be the "MIT of charter schools." He was also the founder of Revolution
 Community Ventures, providing low-cost funds to high performing charters serving low-income communities. Previously, Greg managed Revolution Ventures, an early-stage venture firm and
 affiliate of Founders Fund. While at Revolution, Greg was the Co-Founder and President of SmartDrive, a video-based safety program and transportation intelligence platform transform. Greg was also Co-Founder and CEO of Nextivity, whose Cel-Fi
 product is a low-cost, carrier-approved digital signal booster. Greg was first investor and led business development at Entropic, inventor of the ubiquitous MoCa home networking standard. Greg secured investment from Time Warner, Comcast, DISH,
 and DIRECTV before going public. Greg was also co-founder of Tachyon, the world's first broadband-over-satellite provider, serving customers as diverse as Burning Man, General Electric, and the US Department of Defense. Greg is the co-owner of
 Powder Mountain, the largest ski area in the United States. Greg is a member of the Pacific Council on International Policy. Greg's career began as a Monitor Group strategy consultant, and he is a graduate of UCLA's College of Honors.

 Ellen Levy has served as a member of our board of directors since May 2021. Dr. Levy is Managing Director of Silicon
 Valley Connect, working with organizations and entrepreneurs on opportunities for "networked innovation." She is also an active angel investor having invested in more than 100 in early-stage technology centric companies across many sectors.
 Additionally, she is a member of the Board of Directors for commercial real estate finance company Walker & Dunlop, alternative investment platform for financial advisors CAIS and social network for military and veterans company Rallypoint.
 She also serves as a Senior Advisor to the President of Arizona State University. From 2003 to 2012, Dr. Levy worked at Linked In, having served as Vice President of Strategic Initiatives, head of Corporate & Business Development, a member of
 the Executive Team, and as Advisory Board member when the company was first founded. Prior to Linked In, Dr. Levy spent two years running a program at Stanford University, facilitating collaboration between industry partners, Silicon Valley, and
 the university research community. Over her career, Dr. Levy has held formal roles in venture capital (Softbank Venture Capital; NeoCarta Ventures; Draper Fisher Jurvetson), startups (WhoWhere, sold to Lycos; Softbook Press, sold to Gemstar;
 Linked In, LNKD), technology think tanks (Interval Research), large corporations (Apple Computer, AAPL; PriceWaterhouse Coopers), and universities (Harvard University; Arizona State University; Stanford University). She has a BA from the
 University of Michigan and a MA/PhD in Cognitive Psychology from Stanford University. We believe that Dr. Levy is well qualified to serve as a director due to her significant investment experience and her senior leadership experience.

 Peter Relan has served as as a member of our board of directors since May 2021. Mr. Relan is the founder of YouWeb
 Incubator, and the co-founder and Chief Executive Officer of Got It! Inc. Prior to founding YouWeb in 2007, Mr. Relan served as the founder and Chief Executive Officer of Business Signatures, an internet fraud detection engine, from 2001 to 2007.
 Prior to Business Signatures, he worked at Oracle from 1994 to 1998, serving as the Vice President, Internet Division prior to his departure. From 1988 to 1994, he was an architect at Hewlett-Packard. Mr. Relan was the initial investor, and
 served on the Board of Discord until 2020. Mr. Relan's career began as a network development engineer and an internet research engineer for Systems Development Corporation. Mr. Relan received an MS in Engineering Management from Stanford
 University and a BS in Engineering from UCLA. We believe that Mr. Relan is well qualified to serve as a director due to his significant business experience and his senior leadership experience.

 Daniel H. Stern serves as a member of our board of directors, a position he has held since March 2021. Mr. Stern is
 founder and Co-Chief Executive Officer of Reservoir Capital Group, a New York-based investment management firm. Prior to founding Reservoir Capital Group in 1998, Mr. Stern was President of Ziff Brothers Investments and served as an Associate at
 Bass Brothers Enterprises in Fort Worth, Texas. Mr. Stern is the Chairman of Film at Lincoln Center and serves as a Trustee of several non-profit organizations. Mr. Stern received an AB from Harvard College and an MBA from Harvard Business
 School. We believe that Mr. Stern is well qualified to serve as a director due to his significant investment experience and his senior leadership experience.

 Anuranjita Tewary has served as a member of our board of directors since May 2021. Dr. Tewary currently is an
 independent advisor, advising companies on how to develop data strategies that align with their respective business and product goals, as well as with respect to the kind of data and analytics expertise needed, how best to structure data
 organizations, and how to hire the right kind of data science talent. Prior to this, Dr. Tewary was the Chief Data Officer for Mint at Intuit and Director of Product Management for Data Products. Dr. Tewary started Level Up Analytics in 2012.
 Level Up Analytics was acquired by Intuit in October 2013. Prior to that, Dr. Tewary was a Senior Data Scientist at Linked In. Dr. Tewary is also the founder of The Technovation Challenge, an education non-profit dedicated to teaching girls coding
 and high-tech entrepreneurship. Dr. Tewary has a bachelor's degrees in Physics and Mathematics with Computer Science from the Massachusetts Institute of Technology and a PhD in Applied Physics from Stanford University. We believe that Dr. Tewary
 is well qualified to serve as a director due to her significant entrepreneurship experience and her senior leadership experience.

 Number and Terms of Office of Officers and Directors

 Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed
 prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting Dr. Levy, expired at the Extension Shareholder Meeting on October 13, 2023. At the special meeting, shareholders
 approved the proposal to reappoint Dr. Levy to the board of directors of the Company to serve until the third annual general meeting. The term of office of the second class of directors, consisting of Mr. Relan, Mr. Stern and Dr. Tewary will
 expire at our second general meeting. The term of office of the third class of directors, consisting of Mr. Fisher and Mr. Hutter, will expire at our third annual general meeting.

 Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.
 In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

 Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors will
 be authorized to appoint persons to the offices as set forth in our Amended and Restated Memorandum and Articles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provide that our officers may
 consist of one or more chairmen of the board, chief executive officers, a president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

 Committees of the Board of Directors

 Our board of directors has one standing committee, an audit committee. Because we will be a "controlled company" under applicable NYSE rules, we are not required to have a
 compensation committee composed of independent directors or a nominating and corporate governance committee composed of independent directors. As described in Item 11 below, none of our executive officers or directors has received any cash
 compensation for services rendered to us.

 Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely
 of independent directors.

 Audit Committee

 We have established an audit committee of the board of directors. Mr. Stern, Mr. Relan and Dr. Tewary serve as members of our audit committee. Under the NYSE listing standards and
 applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described below. Mr. Stern, Mr. Relan and Dr. Tewary are independent. Because our securities are listed
 on the NYSE in connection with our IPO, we have one year from the date of the IPO for our audit committee to have at least three members, all of whom must be independent.

 Mr. Stern serves as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE, and our board of directors has
 determined that Mr. Stern qualifies as an "audit committee financial expert" as defined in applicable SEC rules. The primary purposes of our audit committee are to assist the board's oversight of:

 •

 the integrity of our financial statements;

 •

 our compliance with legal and regulatory requirements;

 •

 the qualifications, engagement, compensation, independence and performance of our independent auditor;

 •

 our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;

 •

 the performance of our internal audit function; and

 •

 such other matters as are assigned to the committee by the board pursuant to its charter or as mandated under applicable laws, rules and regulations.

 The audit committee is governed by a charter that complies with the rules of the NYSE.

 Director Nominations

 We do not have a standing nominating and corporate governance committee though we intend to form a nominating and corporate governance committee as and when required to do so by
 law or NYSE rules. The typical functions of this committee are addressed by our full board of directors. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are
 seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow
 the procedures set forth in our Amended and Restated Memorandum and Articles of Association.

 We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and
 evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the
 best interests of our shareholders.

 Compensation Committee Interlocks and Insider Participation

 None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive
 officers serving on our board of directors.

 Code of Ethics

 We have adopted a code of ethics and business conduct (our "Code of Ethics") applicable to our directors, officers and employees. All of our insider trading policies and
 procedures are included in our Code of Ethics.

 Corporate Governance Guidelines

 Our board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which
 our board of directors and its committee operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, chief
 executive officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director
 compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

 Availability of Documents

 We have filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO and they are referred to in the exhibit
 index of this report. You can review these documents by accessing our public filings at the SEC's website at www.sec.gov. In addition, a copy of the Code of Ethics and corporate governance guidelines will be provided without charge upon request
 and is posted on our website. Any amendments to or waivers of certain provisions of our Code of Ethics would be disclosed in a Current Report on Form 8-K, though none have been made to date. For more information, please see "Where You Can Find
 Additional Information."

 Item 11.

 Executive Compensation.

 Executive Officer and Director Compensation

 None of our executive officers or directors has received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their
 respective affiliates will be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. In the future, we, upon consultation with the compensation committee of our
 board of directors, may decide to compensate our executive officers and other employees. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or our or their
 affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls
 in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. Other than these payments
 and reimbursements, no compensation of any kind, including finder's and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of the Business
 Combination.

 After the completion of the Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined
 company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have
 not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business
 combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the
 board of directors for determination, by a majority of the independent directors on our board of directors.

 We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, although it
 is possible that some or all of our executive officers and directors may remain directors or negotiate employment or consulting arrangements to remain with us after the Business Combination. The existence or terms of any such employment or
 consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of
 the Business Combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of
 employment.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 2, 2024, based on information obtained from the persons named
 below, with respect to the beneficial ownership of our ordinary shares, by:

 •

 each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 •

 each of our executive officers and directors; and

 •

 all our executive officers and directors as a group.

 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
 The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this report.

 Class B ordinary shares

 Class A ordinary shares

 Name of Beneficial Owners (1)(2)

 Number of

 Beneficially

 Owned

 Approximate

 Percentage

 of

 Class

 Number of

 Beneficially

 Owned

 Approximate

 Percentage

 of

 Class

 CWAM LC Sponsor LLC (3)

 5,630,000

 97.9

 %

 770,000

 8.25

 %

 Robert Hutter (3)

 5,630,000

 97.9

 %

 770,000

 8.25

 %

 Adam Fisher (3)

 5,630,000

 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 (five individuals)

 %

 –

 –

 * Less than one percent

 (1)

 Based on 15,088,421 ordinary shares outstanding as of April 2, 2024, 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 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)

 These ordinary shares are held by the Sponsor. The Sponsor is owned by three members, the two 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 beneficial own the ordinary shares directly beneficially owned by the Sponsor.

 Our initial shareholders have the right to appoint all of our directors prior to the Business Combination. Holders of our public shares do not have the right to appoint any
 directors to our board of directors prior to the Business Combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders,
 including amendments to our Amended and Restated Memorandum and Articles of Association and approval of significant corporate transactions including the Business Combination. The Sponsor did not receive any Class B ordinary shares in connection
 with the IPO.

 Our Sponsor has purchased an aggregate of 7,146,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment,
 at a price of $1.00 per warrant. If we do not complete the Business Combination by the Extended Date, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below.
 The private placement warrants will not be redeemable by us so long as they are held by the initial purchasers or their permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on
 a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the
 warrants included in the units being sold in the IPO. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO.

 CWAM LC Sponsor LLC, our sponsor, and CWAM LLC and Learn Capital, LLC are deemed to be our "promoters" as such term is defined under the federal securities laws.

 Transfers of Founder Shares and Private Placement Warrants

 The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions
 pursuant to lock-up provisions in the letter agreement entered into by our initial shareholders, directors and officers. Pursuant to such letter agreement, our initial shareholders, directors and officers have agreed not to transfer, assign or
 sell (i) any of their founder shares until the earlier to occur of: (a) one year after the completion of the Business Combination; and (b) subsequent to the Business Combination (x) the date on which we complete a liquidation, merger, share
 exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of our Class A ordinary shares equals or
 exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading days within any 30-trading day period commencing at least 150
 days after the Business Combination and (ii) any of their private placement warrants and the respective Class A ordinary shares underlying such warrants until thirty (30) days after the completion of the Business Combination. In addition, the
 Sponsor has expressed an interest in entering into letter agreements with us pursuant to which they would agree to not transfer, assign or sell any of their units and the underlying securities for a period of 60 days from the date of the
 prospectus. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor or their affiliates, or any affiliates of
 our sponsor, (b) in the case of an individual, by gift to a member of one of the individual's immediate family or to a trust, the beneficiary of that is a member of the individual's immediate family, an affiliate of such person or to a
 charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) by private sales or
 transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the applicable securities were originally
 purchased, (f) by virtue of the laws of the State of Delaware or the limited liability company agreement of our sponsor upon dissolution of the sponsor, (g) in the event of the company's liquidation prior to the completion of a business
 combination, (h) to the company for no value for cancellation in connection with the consummation of the Business Combination, or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which
 results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of the Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained
 in the letter agreements.

 Registration Rights

 The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares
 issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these
 securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
 to our completion of the Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 In February 2021, we issued an aggregate of 7,187,000 founder shares to our sponsor in exchange for a payment of $25,000 from our sponsor to cover for certain expenses on behalf
 of us, or approximately $0.003 per share. On August 20, 2021, and September 9, 2021, we effected two surrenders of founder shares, resulting in our initial shareholders holding, and there being outstanding, an aggregate of 5,750,000 founder
 shares. In May 2021, our sponsor transferred 30,000 founder shares to each of our independent directors at the same price originally paid for such shares.

 Our sponsor has purchased an aggregate of 7,146,000 private placement warrants. Each private placement warrant entitles the holder to purchase one ordinary share at $11.50 per
 share, subject to adjustment. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until
 30 days after the completion of the Business Combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 If any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary
 or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we
 can pursue such opportunity.

 Other than these fees, no compensation of any kind, including finder's and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of
 their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses related to identifying,
 investigating, negotiating and completing an initial business combination. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates.

 In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
 our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. On May 3, 2022, the Company entered into the Initial Note in the principal amount of $1,050,000 in favor
 of the Sponsor for purposes of working capital funds. On December 29, 2023, the Company issued the First Restated Note in the principal amount of up to $2,487,000 in favor of the Sponsor. On March 19, 2024, the Company issued the Restated Note
 in the principal amount of up to $3,050,000 in favor of the Sponsor, which was fully drawn as of such date. The Restated Note amends, restates, replaces and supersedes the Initial Note and the first Restated Note. The Restated Note may be drawn
 down by the Company from time to time prior to the earlier of (i) October 13, 2024 and (ii) the date on which the Company consummates its initial business combination. Upon the consummation of an initial business combination, the Sponsor will
 have the option to convert up to $1,500,000 of the principal balance of the Restated Note into private placement warrants of the Company at a price of $1.00 per private placement warrant. The Restated Note does not bear interest. Any unpaid
 balance owed under the Restated Note may be accelerated upon the occurrence of an Event of Default (as defined in the Restated Note). In the event the Company does not consummate an initial business combination, the Restated Note will be repaid
 only to the extent that the Company has funds available to it outside of the Trust Account. For more information on the Restated Note, see our Form 8-K filed on March 25, 2024. As of December 31, 2023 and 2022, the Company has drawn $2,439,000
 and $1,050,000 on this loan arrangement, respectively.

 After the Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
 amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of
 distribution of such tender offer materials or at the time of a general meeting held to consider the Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
 compensation.

 We have entered into a registration and shareholder rights agreement with respect to the founder shares and private placement warrants, which is described under the heading "Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Registration Rights."

 Sponsor

 The Sponsor purchased $7.7 million of units (or 770,000 units) in the IPO, which number of units in the aggregate equals approximately 8.25% of the total number of Class A
 ordinary shares and Class B ordinary shares issued and outstanding as of April 2, 2024. Such number of units, together with Class B ordinary shares held by our initial shareholders, equals approximately 43.2% of the total number of Class A
 ordinary shares and Class B ordinary shares issued and outstanding.

 The Sponsor has also entered into a letter agreement with us pursuant to which it has agreed to (a) vote all of its public shares purchased during or after the IPO in favor of the
 Business Combination on terms substantially identical to those agreed to by the initial shareholders with respect to the initial shareholder's voting agreement and (b) not transfer, assign or sell any of their units and the underlying securities
 for a period of 60 days from October 7, 2021. This transfer restriction period elapsed on December 6, 2021.

 Policy for Approval of Related Party Transactions

 The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of "related party transactions," which are those
 transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related
 party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant
 related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of
 the committee, participate in some or all of the committee's discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party
 transaction.

 Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may
 consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the
 discussion of, or decision concerning, a related person transaction in which he or she is the related party.

 Director Independence

 We will be a "controlled company" within the meaning of the NYSE rules prior to the consummation of the Business Combination. As a controlled company, we will not be required to
 comply with the NYSE rules that require that a majority of our board of directors be independent. An "independent director" is defined generally as a person who has no material relationship with the listed company (either directly or as a
 partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Dr. Levy, Mr. Stern, Mr. Relan and Dr. Tewary are "independent directors" as defined in the NYSE
 listing standards and applicable SEC rules. Pursuant to NYSE's phase-in rules for newly listed companies, we have one year from the date on which we are first listed on NYSE for a majority of our board of directors to be independent. Our
 independent directors will have regularly scheduled meetings at which only independent directors are present.

 Item 14.

 Principal Accountant Fees and Services.

 The following is a summary of fees paid or to be paid to Marcum LLP, for services rendered in 2023 and 2022:

 Type of Fee

 Year

 Ended

 31,

 2023

 Year

 Ended

 31,

 2022

 Audit Fees

 $

 201,211

 $

 130,810

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Pre-Approval Policy

 Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered
 prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted
 non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the
 completion of the audit).

 Item 15.

 Exhibit and Financial Statement Schedule

 (a)

 The following documents are filed as part of this report:

 (1)

 Financial Statements

 (2)

 Financial Statements Schedules

 All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the
 financial statements and notes thereto in is Item 15 of Part IV below.

 (3)

 Exhibits

 We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

 Item 16.

 Form 10-K Summary.

 Not applicable.

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the year ended December 31, 2023 and December 31, 2022

 Statements of Changes in Shareholders' Deficit for the year ended December 31, 2023 and December 31, 2022

 Statements of Cash Flows for the year ended December 31, 2023 and December 31, 2022

 Notes to Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Learn CW Investment Corporation

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
 Learn CW Investment Corporation (the "Company") as of December 31, 2023 and 2022, the related statements of operations,
 changes in shareholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
 present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in
 conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As
 described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
 similar business combination with one or more businesses or entities on or before October 13, 2024. The Company entered into a business combination agreement with a business combination target on October 24, 2023; however, the completion of
 this transaction is subject to the approval of the Company's stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional
 capital it needs to fund its operations, and complete the transaction prior to April 13, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time
 after October 13, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these
 matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
 statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
 federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
 reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
 reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
 reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
 and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
 principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Marcum llp

 Marcum llp

 We have served as the Company's auditor since 2021.

 New York, NY

 BALANCE SHEETS

 31, 2023

 December 31,

 2022

 ASSETS

 Current Assets

 Cash

 $

 116,234

 $

 748,857

 Prepaid expenses

 602,682

 581,408

 Total current assets

 718,916

 1,330,265

 Assets Held in Trust Account

 100,304,232

 Total assets

 $

 101,023,148

 $

 236,908,540

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current Liabilities

 Accounts payable and accrued expenses

 5,985,161

 1,041,776

 Shareholder redemption payable

 249,339

 —

 Deferred credits

 400,000

 —

 Total current liabilities

 6,634,500

 1,041,776

 Deferred Underwriter's Fee Payable

 —

 9,780,500

 Convertible Promissory Note – Related Party

 2,439,000

 1,050,000

 Warrant liabilities

 372,920

 1,118,760

 Total liabilities

 $

 9,446,420

 $

 12,991,036

 COMMITMENTS & CONTINGENCIES (NOTE 6)

 Class A ordinary shares; 9,338,421 and 23,000,000 shares at redemption value of $ 10.71
 per share and $ 10.24 per share at December 31, 2023 and 2022, respectively

 100,054,892

 Shareholders' Deficit

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none
 outstanding

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none
 outstanding (excluding 23,000,000 subject to possible redemption) at December 31, 2023 and 2022

 —

 —

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000
 shares issued and outstanding at December 31, 2023 and 2022

 Additional paid in capital

 —

 —

 Accumulated Deficit

 ( 8,478,739

)

 ( 11,661,346

)

 Total Shareholders' Deficit

 ( 8,478,164

)

 ( 11,660,771

)

 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

 $

 101,023,148

 $

 236,908,540

 See accompanying notes to the financial statements.

 STATEMENTS OF
 OPERATIONS

 For the year

 ended December

 31, 2023

 For the year

 ended December

 31, 2022

 Formation costs and other operating expenses

 $

 6,204,223

 $

 1,802,357

 Loss from operations

 ( 6,204,223

)

 ( 1,802,357

)

 Other Income:

 Interest income

 8,809,032

 3,274,564

 Gain
 on settlement of deferred underwriting fees

 556,743

 —

 Change in fair value of warrant liabilities

 745,840

 8,419,283

 Net income

 $

 3,907,392

 $

 9,891,490

 Weighted average shares outstanding of Class A ordinary shares

 23,000,000

 23,000,000

 Basic and diluted net income per share, Class A ordinary shares

 $

 0.14

 $

 0.34

 Weighted average shares outstanding of Class B ordinary shares

 Basic and diluted net income per share, Class B ordinary shares

 $

 0.14

 $

 0.34

 See accompanying notes to the financial statements.

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
 DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Class B Ordinary

 Amount

 Additional

 Paid in

 Capital

 Accumulated

 Deficit

 Total

 Shareholders'

 Deficit

 Balance – January 1, 2023

 $

 $

 —

 $

 ( 11,661,346

)

 $

 ( 11,660,771

)

 Accretion of Class A shares subject to possible redemption

 —

 —

 —

 ( 9,948,542

)

 ( 9,948,542

)

 Gain on settlement of underwriting fees

 —

 —

 —

 9,223,757

 9,223,757

 Net income

 —

 —

 —

 3,907,392

 3,907,392

 Balance – December 31, 2023

 $

 $

 —

 $

 ( 8,478,739

)

 $

 ( 8,478,164

)

 FOR THE YEAR ENDED DECEMBER 31, 2022

 Class B

 Ordinary shares

 Amount

 Additional

 Paid in

 Capital

 Accumulated

 Deficit

 Total

 Shareholders'

 Deficit

 Balance – January 1, 2022

 $

 $

 —

 $

 ( 18,274,560

)

 $

 ( 18,273,985

)

 Accretion of Class A shares subject to possible redemption

 —

 —

 —

 ( 3,278,276

)

 ( 3,278,276

)

 Net income

 —

 —

 —

 9,891,490

 9,891,490

 Balance – December 31, 2022

 $

 $

 —

 $

 ( 11,661,346

)

 $

 ( 11,660,771

)

 See accompanying notes to the financial statements.

 STATEMENTS OF
 CASH FLOWS

 For the year ended

 December 31,

 2023

 For the year

 ended

 December 31,

 2022

 Cash flow from operating activities:

 Net income

 $

 3,907,392

 $

 9,891,490

 Adjustments to reconcile net income to net cash used in operating activities:

 Income earned on investments in Trust Account

 ( 8,808,542

)

 —

 Change in fair value of warrant liabilities

 ( 745,840

)

 ( 8,419,283

)

 Gain on settlement of deferred underwriting fees

 ( 556,743

)

 —

 Interest earned on marketable securities held in Trust Account

 —

 ( 3,274,564

)

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 21,274)

 692,444

 Accounts payable and accrued expenses

 4,943,384

 571,407

 Deferred credits

 400,000

 —

 Net cash used in operating activities

 $

 ( 881,623

)

 $

 ( 538,506

)

 Cash flow from investing activities:

 Investment of cash in Trust Account

 ( 1,140,000

)

 —

 Cash withdrawn from Trust Account in connection with redemption

 145,222,585

 —

 Net cash provided by investing activities

 $

 144,082,585

 $

 —

 Cash flows from financing activities:

 Proceeds from convertible promissory note – related party

 1,445,000

 1,050,000

 Repayment of promissory note - related party

 ( 56,000

)

 —

 Redemption of ordinary shares

 ( 145,222,585

)

 —

 Net cash (used in) provided by financing activities

 $

 ( 143,833,585

)

 $

 1,050,000

 Net change in cash

 ( 632,623

)

 511,494

 Cash at the beginning of the period

 748,857

 237,363

 Cash at the end of the period

 $

 116,234

 $

 748,857

 Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 Accretion of Class A ordinary shares subject to possible redemption

 $

 9,948,542

 $

 3,278,276

 Gain on settlement of underwriting fees

 $

 9,223,757

 $

 —

 Shareholder redemption payable

 $

 249,339

 $

 —

 See accompanying notes to the financial statements.

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Learn CW Investment Corporation (the "Company") is a blank check company incorporated in the Cayman Islands on February 2, 2021. The Company was
 formed for the purpose of effectuating a merger, capital share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses (the "Business Combination"). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
 growth companies.

 As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period February 2, 2021 (inception) through
 December 31, 2023, related to the Company's formation and the initial public offering (the "Initial Public Offering"), identifying a target for a Business Combination, and activities in connection with the Company's proposed business combination
 with Innventure LLC ("Innventure"). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income
 from the proceeds derived from the Initial Public Offering and change in fair value of warrant liabilities. The Company has selected December 31 as its fiscal year end.

 The registration statement for the Company's Initial Public Offering was declared effective on October 7, 2021. On October 13, 2021, the Company
 consummated the Initial Public Offering of 23,000,000 units (the "Units"), which included 3,000,000 units issued pursuant to the exercise by the underwriter of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, $ 0.0001 par value
 per share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant of the Company (the "Public Warrants"), each whole
 Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $ 11.50 per share. The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000.

 Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 7,146,000 private placement warrants (the "Private Placement Warrants") to the Company's sponsor, CWAM LC Sponsor LLC (the "Sponsor"), at a purchase
 price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,146,000.

 Following the closing of the IPO on October 13, 2021, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public
 Offering and the Private Placement Units was placed in a trust account ("Trust Account") until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

 Transaction costs of the Initial Public Offering amounted to $ 13,157,186, consisting of $ 2,446,000 of underwriting fee, $ 9,780,500 of deferred underwriting fee and $ 930,686
 of other offering costs, with $ 781,595 included in accumulated deficit as an allocation for the Public Warrants and the Private
 Placement Warrants.

 The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial
 Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination
 must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at
 the time of the signing of a definitive agreement to enter a Business Combination. At the
 time of signing the definitive agreement to enter the Business Combination, the Company's board of directors determined that the target satisfied the NYSE requirements. The 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 (the "Investment Company Act"). Upon the closing of the Initial Public Offering, management agreed that $ 10.00
 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in the Trust Account until the earlier of: (i) the consummation of a Business Combination or (ii) the
 distribution of the funds in the Trust Account to the Company's shareholders, as described below.

 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares
 upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company
 may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. If the Company seeks
 shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

 If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business
 Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the
 Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its
 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the "SEC"), and file tender offer documents containing substantially the same
 information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder
 Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without
 voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does
 not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13
 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company's prior written consent.

 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it
 in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company's obligation to allow
 redemption in connection with the Company's initial business combination or to redeem 100 % of the Public Shares if the Company does
 not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity, unless the Company provides the
 Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Class A ordinary shares.

 On October 11, 2023, the Public
 Shareholders of the Company held an extraordinary general meeting (the "Meeting") and approved a proposal to (i) amend the Company's amended and restated memorandum and articles of association (the "Charter") to extend to the date by which
 the Company must consummate an initial business combination (the 'Extension Amendment Proposal") from October 13, 2023 to October 13, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up
 to twelve ( 12) times by an additional one month each time (as extended, the "Extended Date"), unless the closing of an initial business combination has occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust
 Account for each such one-month extension period the lesser of (x) $ 150,000 or (y) $ 0.03 per Public Share that remains outstanding and is not
 redeemed prior to any such one-month extension, unless the closing of the Business Combination has occurred, which may be made in
 exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination, (ii) amend the Charter to permit the issuance of Class A ordinary shares to holders of the Class B ordinary shares, upon the
 exercise of the right of a holder of the Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one -for-one
 basis, at any time and from time to time, prior to the closing of an initial business combination (the "Founder Share Amendment Proposal"), and (iii) amend the Charter to eliminate the limitation that the Company may not redeem Class A
 ordinary shares in an amount that would cause the Company's net tangible assets to be less than $ 5,000,001 (the "Redemption
 Limitation Proposal"). At the Meeting, the Public Shareholders approved the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal.

 Furthermore,
 in connection with the Meeting, shareholders holding 13,661,579 Class A ordinary shares exercised their right to redeem such
 shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $ 145.2 million (based on a redemption
 price of approximately $ 10.63 per share) was removed from the Trust Account to pay such holders.

 On October 24, 2023, the Company
 entered into a Business Combination Agreement with Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company ("Holdco"), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly owned
 subsidiary of Holdco ("LCW Merger Sub"), and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdco ("Innventure Merger Sub") and Innventure.

 Pursuant to the Business
 Combination Agreement, the parties thereto will enter into a business combination transaction (the "Business Combination" and, together with the other transactions contemplated by thereby, the "Transactions"), pursuant to which, among other
 things, (i) LCW Merger Sub will merge with and into Learn CW (the "LCW Merger"), with Learn CW being the surviving company, and (ii) Innventure Merger Sub will merge with and into the Company (the "Innventure Merger" and together with the
 LCW Merger, the "Mergers"), with Innventure being the surviving company. Following the Mergers, each of the Company and Innventure will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the Closing, Holdco is
 expected to change its name to Innventure, Inc, and its common stock, par value $ 0.0001, is expected to list on either the NYSE
 or Nasdaq.

 The Company recorded a deferred credit of $ 400,000
 as of December 31, 2023 on our balance sheet which reflects payments received from Innventure for the reimbursement of 50 % of
 certain expenses of the Company by Innventure pursuant to the Business Combination Agreement.

 The consummation of the proposed
 Business Combination with Innventure is subject to certain conditions as further described in the Business Combination Agreement.

 For more information about the
 Business Combination Agreement and the proposed Business Combination with Innventure, see our Current Report on Form 8-K filed with the SEC on October 24, 2023 and the Innventure Disclosure Statement that we filed with the SEC. Unless
 specifically stated, this Annual Report on Form 10-K does not give effect to the proposed Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the proposed Transactions
 are included in the Innventure Disclosure Statement relating to our proposed Innventure Business Combination.

 On March 13, 2024, the Company
 announced that $ 150,000 was deposited into the Trust Account to extend the period of time the Company has to consummate its
 initial business combination to April 13, 2024.

 If the Company has not completed a Business Combination by April 13, 2024 and the Company decides not to extend the period
 of time to consummate a Business Combination, the Company 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 100 % of the Class A
 ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Class A ordinary shares, which redemption
 will completely extinguish the rights of the Public Shareholders as 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 Company's remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of
 other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder
 Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating
 distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if
 and to the extent any claims by a third party (other than the Company's independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
 entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per public
 share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00
 per public share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to
 seek access to the Trust Account and as to any claims under the Company's indemnity of the underwriter of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
 "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the
 possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company's independent registered public accounting firm), prospective target
 businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2023, the Company had $ 100,304,232
 cash held in the Trust Account and $ 116,234 held outside of the Trust Account. Subsequent to the
 consummation of the Initial Public Offering and Private Placement, the Company's liquidity needs have been satisfied from the proceeds from the Initial Public Offering and Private Placement not held in the Trust Account. The Company's Sponsor
 has undertaken to fund working capital deficiencies of the Company and finance transaction costs in connection with an initial business combination of the Company by means of Company working capital loans, as defined below (see Note 5).

 On May 3, 2022, the Company entered
 into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate amount of $ 1,050,000
 which the Company drew down in full on May 5, 2022. This note is non-interest bearing and is due on the earlier of the day by which the Company must complete a Business Combination, and the effective date of a Business Combination. On
 December, 29, 2023, the Company and the Sponsor amended and restated the promissory note (the "First Restated Note"), agreeing to amend the principal amount of the loan of up to $ 2,487,000. On March 19, 2024, the Company and the Sponsor further amended and restated the First Restated Note (the "Restated Note"), agreeing to amend the principal
 amount of the loan of up to $ 3,050,000, which was fully drawn as of such date. The outstanding balance under this loan amounted
 to $ 2,439,000 as of December 31, 2023 and $ 1,050,000 as of December 31, 2022. Management determined that there was an embedded conversion feature related to the note that would require bifurcation and be classified as a liability. However, based on a
 third-party valuation, the amount was determined to be de minimis.

 During the year ended December 31, 2023, the Company has sustained negative cash flows from operations and
 expects to continue to incur negative cash flows from operations for at least the next twelve months from the filing of this report.

 In connection with the Company's
 assessment of going concern considerations in accordance with the Financial Accounting Standard Board's ("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
 Concern," the Company has until the Extended Date to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. On March 13, 2024, the Company
 announced that $ 150,000 was deposited into the Trust Account to extend the period of time the Company has to consummate its initial
 business combination to April 13, 2024. If a business combination is not consummated by this date, absent any further extensions, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that
 the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of this
 filing. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 13, 2024 or earlier if the period of time the Company has to consummate its initial business
 combination is not extended on a monthly basis. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any
 business combination by the Extended Date.

 The Company's evaluation of its
 working capital, along with, the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern one year from the date that these financial
 statements are issued. These financial statements do not include any adjustment relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going
 concern.

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
 ("GAAP") and pursuant to the rules and regulations of the SEC.

 Emerging Growth Company

 The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
 Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
 required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy
 statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
 accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new
 or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out
 is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
 growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company, which is neither an emerging growth
 company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
 condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
 the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
 Company had cash of $ 116,234 and $ 748,857,
 respectively, and no cash equivalents as of December 31, 2023, and 2022.

 Cash Held in Trust Account

 At December 31, 2023, and 2022, all of the assets held in the Trust Account were invested in cash accounts.

 Income Taxes

 The Company complies with the accounting and reporting requirements of Accounting Standards Codification ("ASC") Topic 740, "Income Taxes" ("ASC
 740"), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and
 liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when
 necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
 taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related
 to unrecognized tax benefits (currently zero), if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under review that could result
 in significant payments, accruals or material deviation from its position.

 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal
 income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits
 (currently zero) will materially change over the next twelve months.

 Shares Subject to Possible Redemption

 The Company accounts for its shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities
 from Equity" ("ASC 480"). Shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share that feature
 redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, shares are
 classified as shareholders' equity. The Company's shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023, and
 2022, shares subject to possible redemption are presented as temporary equity, outside of the shareholders' deficit section of the Company's balance sheets.

 As of December 31, 2023, and 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in
 the following table:

 Gross Proceeds

 $

 230,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 13,110,000

)

 Class A ordinary shares issuance costs

 ( 12,375,591

)

 Plus:

 Accretion of carrying value to redemption value

 31,063,866

 Class A ordinary shares subject to possible redemption as of December 31, 2022

 $

 Plus:

 Redemption

 ( 145,222,585

)

 Shareholder redemption payable

 ( 249,339

)

 Accretion of carrying value to redemption value

 9,948,542

 Class A ordinary shares subject to possible redemption as of December 31, 2023

 $

 100,054,892

 Offering Costs

 Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly
 related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A—"Expenses of Offering". Offering costs consist principally of professional and
 registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders' deficit or the statements of operations based on the relative value of the Public Warrants and
 the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. No
 offering costs were incurred for the year ended December 31, 2023 and 2022.

 Warrant Liability

 The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of
 the warrant's specific terms and applicable authoritative guidance in ASC 480 and ASC 815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the
 definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares, among other conditions
 for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be
 recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial
 fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was
 estimated using a Monte Carlo simulation model (see Note 10).

 Net Income Per Ordinary Share

 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". The Company has two classes of
 shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary
 shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share
 does not consider the effect of the Warrants issued in connection with the IPO since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

 A reconciliation of net income per ordinary share is as follows:

 For the year ended

 December 31, 2023

 For the year ended

 December 31, 2022

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net income per share

 Numerator:

 Allocation of net income as adjusted

 $

 3,125,914

 $

 781,478

 $

 7,913,192

 $

 1,978,298

 Denominator:

 Basic and diluted weighted average ordinary shares outstanding

 23,000,000

 23,000,000

 Basic and diluted net income per ordinary share

 $

 0.14

 $

 0.14

 $

 0.34

 $

 0.34

 Concentration of Credit Risk

 Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
 which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement,"
 approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

 Derivative Financial Instruments

 The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
 derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the date of issuance and is
 then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
 evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of
 the balance sheet date.

 The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria
 of the scope exception, then it will not be bifurcated.

 Recently Issued Accounting Standards

 In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
 in Entity's Own Equity (Subtopic 815-40), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible
 instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding
 instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will
 have on its financial statements.

 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
 material effect on the Company's financial statements.

 NOTE 3. INITIAL PUBLIC OFFERING

 Pursuant to the Initial Public Offering on October 13, 2021, the Company sold 23,000,000 Units, including 3,000,000 Units as a result of the
 underwriters' exercise of their over-allotment option in full, at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of the Company's Class A ordinary share, and one-half
 of one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A ordinary share at an exercise price of
 $ 11.50 per whole share (see Note 8).

 NOTE 4. PRIVATE PLACEMENT

 Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 7,146,000 Private Placement Units at a price of $ 1.00 per unit
 for an aggregate purchase price of $ 7,146,000. Each Private Placement Warrant is identical to the warrants offered in the Initial
 Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the
 Combination Period.

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On February 2, 2021, in consideration for the payment of certain of the Company's offering costs, the Company applied $ 25,000 of outstanding advances from the Sponsor towards the issuance of 7,187,000 shares of the Company's Class B ordinary shares. On August 20, 2021 and September 9, 2021, the Sponsor effected a surrender of 1,287,000 Class B ordinary shares and 150,000 Class B ordinary
 shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares
 outstanding from 7,187,000 to 5,750,000.
 All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial shareholders agreed to forfeit up to 750,000 Founder Shares to the extent the over-allotment was not exercised in full by the underwriter. In May 2021, our sponsor transferred 30,000 founder shares to each of our independent directors at the same price originally paid for such shares. On October 13, 2021, the underwriter
 exercised the full over-allotment option.

 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange
 or similar transaction that results in the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company's Class A ordinary
 shares equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
 like) for any 20 trading days within any 30 -trading

 day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

 Promissory Note — Related Party

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the sponsor, an affiliate of the sponsor, or the Company's
 officers and directors may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
 of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of notes may be converted upon
 consummation of a Business Combination into warrants at a price of $ 1.00 per warrant. The warrants will be identical to the Private
 Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to
 repay the Working Capital Loans.

 On May 3, 2022, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate amount of $ 1,050,000 which the Company drew down in full on May 5, 2022. This note is non-interest bearing and is due on the earlier of the day by which the Company must complete a
 Business Combination, and the effective date of a Business Combination. On December, 29, 2023, the Company and the Sponsor amended and
 restated the promissory note, agreeing to amend the principal amount of the loan of up to $ 2,487,000. On March 19,
 2024, the Company and the Sponsor further amended and restated the First Restated Note, agreeing to amend the principal amount of the loan of up to $ 3,050,000,
 which was fully drawn as of such date. The outstanding balance under
 this loan amounted to $ 2,439,000 as of December 31, 2023 and $ 1,050,000 as of December 31, 2022. Management determined that there was an embedded conversion feature related to the note that would require bifurcation and be classified as a liability. However, based on a third-party valuation,
 the amount was determined to be de minimis.

 NOTE 6. COMMITMENTS AND CONTINGENCIES

 Registration and Shareholders Rights

 The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans
 (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering (October 13, 2021),
 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back"
 registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The
 Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriter's Agreement

 The underwriter was entitled to a deferred fee of $ 0.35
 per Unit, or $ 7,780,500 in the aggregate, and a discretionary deferred fee of $ 2,000,000. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination,
 subject to the terms of the underwriting agreement.

 Effective as of September 1, 2023, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their
 entitlement to the deferred underwriting commissions in the amount of $ 9,780,500, which was recorded as a gain on settlement of
 underwriter fees on the statement of shareholders' deficit for the three and nine months ended September 30, 2023 for $ 9,223,757,
 which represents the original amount recorded to accumulated deficit, and the remaining balance representing the original amount recorded to the statements of operations of $ 556,743 was recorded for the year ended December 31, 2023.

 NOTE 7. WARRANT LIABILITY

 The Company accounted for the 18,646,000
 warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant
 must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability
 will be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period.
 If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

 The Company offered warrants in connection with its sale of Units. Each whole warrant that is part of the Units sold in the
 Offering is exercisable to purchase one share of the Company's Class A ordinary shares, subject to adjustment as provided in the Company's Offering prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon
 separation of the Units and only whole warrants will trade. If, upon separation of the Units, a holder of warrants would be entitled to receive a fractional warrant, the Company will round down to the nearest whole number of warrants to be
 issued to such holder.

 The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
 to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto
 is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to
 exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

 The Company has agreed that as soon as practicable, but in no event later than fifteen ( 15) business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the
 Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the
 warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration
 statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after
 the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants
 on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

 •

 in whole and not in part;

 •

 at a price of $ 0.01 per Public Warrant;

 •

 upon not less than 30 days' prior written notice of redemption to each warrant holder; and

 •

 if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00
 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
 days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the
 warrant holders.

 Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

 •

 in whole and not in part;

 •

 at $ 0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that
 number of shares determined by reference to an agreed table based on the redemption date and the "fair market value" of Class A ordinary shares;

 •

 if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per
 public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

 •

 if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
 holders is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for
 redemption on the same terms as the outstanding Public Warrants, as described above.

 If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary
 shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

 The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including
 in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business
 Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
 Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders
 that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain
 circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the
 Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with
 respect to such warrants. Accordingly, the warrants may expire worthless.

 In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in
 connection with the closing of its initial business combination at an issue price or effective issue price of less than $ 9.20 per Class
 A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder
 Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company's initial business combination on the date of the consummation of such
 initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company's ordinary shares during the 20
 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the "Market Value") is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption
 trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the
 Newly Issued Price.

 The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that
 the Private Placement Warrants are not and the ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless
 basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private
 Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

 At December 31, 2023, there were 11,500,000 whole public warrants and 7,146,000 private placement warrants outstanding with a
 fair value of $ 230,000 and $ 142,920,
 respectively. At December 31, 2022, there were 11,500,000 whole public warrants and 7,146,000 private placement warrants outstanding with a fair value of $ 5,865,000
 and $ 3,673,044, respectively.

 The Company accounts for the 11,500,000
 warrants issued in connection with the Initial Public Offering and the 7,146,000 private placement warrants in accordance with the
 guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. The warrant agreement contains an Alternative
 Issuance provision that if less than 70 % of the consideration receivable by the holders of the Class A ordinary share in the Business
 Combination is payable in the form of ordinary equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price
 in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The "Black-Scholes Warrant Value" means the value of a Warrant immediately prior to the
 consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. "Per Share Consideration" means (i) if the consideration paid to holders of the ordinary share consists
 exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary share as reported during the ten -trading day period ending on the trading day prior to the effective date of the Business Combination.

 The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a
 "fixed-for-fixed" option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company
 record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of
 the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the
 change in fair value recognized in the Company's statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be
 reclassified as of the date of the event that causes the reclassification.

 NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

 The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value $ 0.0001 per share. Holders of the Company's Class A ordinary shares are entitled to one
 vote for each share. As of December 31, 2023, and 2022, there were 9,338,421 and 23,000,000 Class A ordinary shares outstanding, respectively, which were subject to possible redemption and are classified outside of permanent equity in the balance
 sheets.

 On October 11, 2023, the Public Shareholders of the Company held the Meeting to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Redemption Limitation Proposal. At the Meeting, the Public
 Shareholders approved each of the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Redemption Limitation Proposal. In connection with the Meeting, shareholders holding 13,661,579 Class A ordinary shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds
 in the Company's Trust Account. As a result, approximately $ 145.2 million (approximately $ 10.63 per share) was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 9,338,421 Class A ordinary shares outstanding.

 Following the redemptions, the Company recorded shareholder redemption payable for additional interest earned by redeeming Class A Ordinary shareholders that exercised their redemption rights in the amount of $ 249,339, which equates to approximately $ 0.018
 per Class A Ordinary Share. As of the date of this report, this amount remains outstanding and the Company is in the process of remitting the additional interest to such redeeming Class A Ordinary shareholders.

 NOTE 9. SHAREHOLDERS' DEFICIT

 Preference Shares — The Company is authorized to issue 1,000,000 shares of $ 0.0001 par value preference shares. At December 31, 2023, and 2022, there were no preference shares issued or outstanding.

 Class A Ordinary Share — The Company is authorized to issue up to 200,000,000 shares of Class A, $ 0.0001 par value ordinary share. Holders of the Company's Class A ordinary share are entitled to one vote for each share. At December 31, 2023, and 2022, there were zero shares of Class A ordinary share issued or outstanding, (excluding the 9,338,421 and 23,000,000
 Class A shares, respectively, subject to possible redemption).

 Class B Ordinary Share — The Company is authorized to issue up to 20,000,000 Class B ordinary shares, $ 0.0001 par value. Holders of the Company's ordinary shares are entitled to one vote for each share. As of December 31, 2023, and 2022, there were 5,750,000 Class B ordinary shares issued and outstanding.

 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for- one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional Class
 A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall
 convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A
 ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20 % of
 the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination
 (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the sponsor or its affiliates upon conversion of loans made to the
 Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

 The Company may issue additional ordinary shares or preference shares to complete its Business Combination or under an employee incentive plan
 after completion of its Business Combination.

 NOTE 10. FAIR VALUE MEASUREMENTS

 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
 between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
 markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
 identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in
 which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
 instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at
 December 31, 2023, and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 December 31, 2023:

 Level 1

 Level 2

 Level 3

 Total

 Assets:

 Assets Held in Trust

 $

 100,304,232

 $

 —

 $

 —

 $

 100,304,232

 Liabilities:

 Warrant Liabilities:

 Public Warrants

 $

 230,000

 $

 —

 $

 —

 $

 230,000

 Private Placement Warrants

 $

 $

 —

 $

 $

 Total Warrant Liabilities

 $

 372,920

 $

 —

 $

 $

 372,920

 December 31, 2022:

 Level 1

 Level 2

 Level 3

 Total

 Assets:

 Assets Held in Trust

 $

 $

 —

 $

 —

 $

 Liabilities:

 Warrant Liabilities:

 Public Warrants

 $

 690,000

 $

 —

 $

 —

 $

 690,000

 Private Placement Warrants

 $

 —

 $

 —

 $

 428,760

 $

 428,760

 Total Warrant Liabilities

 $

 690,000

 $

 —

 $

 428,760

 $

 1,118,760

 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets.
 The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations.

 Initial Measurement

 The Company established the initial fair value for the Public Warrants and the Private Placement Warrants on October 13,
 2021, the date of the Company's Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary share and one-fifth of one
 Public Warrant), and (ii) the sale of Private Placement Units, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A ordinary share subject to possible
 redemption based on their relative fair values at the initial measurement date. The Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. For periods subsequent to the
 detachment of the Public Warrants from the Units, which occurred on November 29, 2021, the Public Warrants were valued using the instrument's publicly listed trading price on the NYSE as of the balance sheet date, which is considered to be a
 Level 1 measurement due to the use of an observable market quote in an active market.

 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows on December 31, 2023, and 2022:

 Input

 31, 2023

 31, 2022

 Share Price

 $

 10.84

 $

 10.00

 Exercise Price

 $

 11.50

 $

 11.50

 Risk-free rate of interest

 3.78

 %

 3.91

 %

 Volatility

 2.0

 %

 4.5

 %

 Term (years)

 5.79

 5.29

 Probability Weighted Fair Value of Warrants

 $

 1.60

 $

 0.06

 The Warrants were valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Modified Black
 Scholes model's primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility as of the IPO date, which was derived from observable warrant pricing on comparable 'blank-check' companies without an
 identified target. The expected volatility as of subsequent valuation dates was implied from the Company's own Public Warrant pricing.

 The following table presents the changes in the fair value of Level 3 warrant liabilities:

 Private

 Placement Warrants

 Fair value as of December 31, 2022

 $

 428,760

 Change in valuation inputs or other assumptions
 (1)

 $

 ( 285,840

)

 Fair value as of December 31, 2023

 $

 (1)

 Changes in valuation inputs or other assumptions are recognized in change in fair value of
 warrant liabilities in the statements of operations.

 Conversion Option Liability

 The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which
 is considered to be a Level 3 fair value measurement. The Black Scholes model's primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the Class A ordinary shares. During the
 year ended December 31, 2023, there were no changes in the fair value of the conversion option liability. As of December 31, 2023, the fair value of the conversion feature was di minimis.

 NOTE 11. SUBSEQUENT EVENTS

 Management of the Company evaluated subsequent events and transactions
 that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the
 financial statements, other than as disclosed below.

 On February 13, 2024, the Company announced that $ 150,000 was deposited into the Trust Account to extend the period of time the Company has to consummate its initial business combination to
 March 13, 2024.

 On March 13, 2024, the Company announced that $ 150,000 was deposited into the Trust Account to extend the period of time the Company has to consummate its initial business combination to
 April 13, 2024.

 On

 March 19, 2024, the First Restated Note was further amended and issued in the principal amount of up to $ 3,050,000 in favor of
 the Sponsor, which was fully drawn as of such date.

 EXHIBIT INDEX

 Exhibit

 Description

 1.1

 Underwriting Agreement, dated October 7, 2021, between the Company and Evercore Group L.L.C., as underwriter (4)

 2.1**

 Business Combination Agreement, dated October 24, 2023 by and among Holdco, LCW Merger Sub, and Innventure Merger Sub and Innventure (5)

 2.2

 Standby Equity Purchase Agreement, dated October 24, 2023, by and between YA II PN, Ltd. and Holdco (5)

 3.1

 Amended and Restated Memorandum and Articles of Association, dated October 7, 2021 (4)

 3.2

 Amendment to Amended and Restated Memorandum and Articles of Association, dated October 13, 2023 (7)

 4.1

 Specimen Unit Certificate (3)

 4.2

 Specimen Ordinary Share Certificate (2)

 4.3

 Specimen Warrant Certificate (included in Exhibit 4.4) (4)

 4.4

 Warrant Agreement, dated October 12, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as transfer agent (4)

 4.5*

 Description of Securities

 10.1

 Amended and Restated Promissory Note, dated as of September 7, 2021, issued to the Company (3)

 10.2

 Letter Agreement, dated October 7, 2021, among the Company and its officers, directors, director nominees and the Sponsor (4)

 10.3

 Investment Management Trust Agreement, dated October 12, 2021, between the Company and U.S. Bank National Association, as trustee. (4)

 10.4

 Registration Rights Agreement, dated October 12, 2021, between the Company, the Sponsor and certain other security holders of the Company (4)

 10.5

 Securities Subscription Agreement, dated as of February 18, 2021, between the Registrant and the Sponsor (1)

 10.6

 Private Placement Warrants Purchase Agreement, dated October 12, 2021, between the Company and the Sponsor. (4)

 10.7

 Form of Indemnity Agreement (4)

 10.8

 Member Support Agreement, dated October 24, 2023, by and among the Company, Holdco, Innventure and the undersigned Innventure Members (5)

 10.9

 Sponsor Support Agreement, dated October 24, 2023, by and between the Company, Innventure LLC and the Sponsor (5)

 10.10

 Form of Lock-Up Agreement (5)

 10.11

 Second Amended and Restated Promissory Note, dated March 19, 2024, in favor of the Sponsor (6)

 14.1

 Form of Code of Ethics (2)

 31.1*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
 of 2002

 32.1*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Learn CW Investment Corporation Policy on Recoupment of Incentive Compensation, dated as of October 2, 2023

 99.1

 Form of Audit Committee Charter (2)

 *

 Filed here

 **

 Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Learn CW Investment Corporation agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

 (1)

 Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on March 29, 2021 (File No. 333-254820).

 (2)

 Filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on May 14, 2021 (File No. 333-254820).

 (3)

 Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on September 17, 2021 (File No. 333-254820).

 (4)

 Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 14, 2021 (File No. 001-40885).

 (5)

 Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 24, 2023 (File No. 001-40885).

 (6)

 Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 25, 2024 (File No. 001-40885).

 (7)

 Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 12, 2023 (File No. 001-40885).

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Learn CW Investment Corporation

 By:

 /s/ Robert Hutter

 Name: Robert Hutter

 Title: Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

 Signature

 Title

 Date

 Chief Executive Officer and

 /s/ Robert Hutter

 Director (Principal Executive,

 Financial and Accounting Officer)

 Robert Hutter

 /s/ Adam Fisher

 President

 Adam Fisher

 /s/ Ellen Levy

 Ellen Levy

 /s/ Peter Relan

 Peter Relan

 /s/ Daniel H. Stern

 Daniel H. Stern

 /s/ Anuranjita Tewary

 Anuranjita Tewary