Innventure LLC, an enterprise growth engine (“Innventure”), and
Learn CW Investment Corporation, a special purpose acquisition
company (NYSE: LCW) (“Learn CW”), announced today the filing of a
registration statement on Form S-4 (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (“SEC”) relating
to their previously announced proposed business combination. Learn
CW is sponsored by CWAM LC Sponsor LLC, an affiliate of Learn
Capital, LLC and Commonwealth Asset Management.
The Registration Statement contains a preliminary proxy
statement/consent solicitation statement/prospectus in connection
with the proposed business combination between Innventure and Learn
CW. While the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about Innventure and Learn CW, as
well as the proposed business combination.
Innventure uses capital to take breakthrough technologies
sourced from multinational corporations (“MNCs”) to market. In the
process, Innventure builds and scales companies around these
technologies using a systematic, quantitative, and repeatable
analysis that seeks to build on the investment MNCs have already
made to unlock value in markets where the world needs innovative
solutions to big problems.
Innventure is currently building AeroFlexx, whose technology
utilizes flexible film to create a package for liquid products that
is expected to use 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.
Innventure previously founded PureCycle Technologies, Inc. (Nasdaq:
PCT), whose technology seeks to convert recycled polypropylene into
a renewable resource through its unique purification process.
PureCycle went public in 2021 via a merger with a special purpose
acquisition company and Innventure currently owns less than 2% of
PureCycle.
About Innventure
Innventure founds, funds, and operates companies with a focus on
breakthrough technology solutions acquired or licensed from
Multinational Corporations (‘‘MNCs’’). As owner-operators,
Innventure takes technologies from early evaluation to scaled
commercialization. Innventure makes decisions informed by
proprietary MNC market data, with the goal of building disruptive
companies that can reach a target enterprise value of at least $1
billion. Innventure defines ‘‘disruptive’’ as innovations that have
the ability to significantly change the way businesses, industries,
markets and/or consumers operate.
About Learn CW Investment Corporation
Learn CW Investment Corporation was formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Learn CW Investment Corporation is sponsored by
CWAM LC Sponsor LLC, an affiliate of Learn Capital, LLC (“Learn
Capital”) and Commonwealth Asset Management. Learn Capital is a
leading venture capital firm focused on early- and mid-stage
investments in the $5.4 trillion global education sector. Learn
Capital was founded in 2008 by Rob Hutter and Greg Mauro, who
formerly managed an affiliate of Founders Fund. The firm possesses
decades of founding, operating, and investing experience in the
education, consumer, hard tech, and enterprise technology sectors.
Commonwealth Asset Management is a Los Angeles-based asset
management platform founded in June 2019 and led by Adam Fisher,
who is the former Head of Global Macro and Real Estate at Soros
Fund Management LLC and the former founder and Chief Investment
Officer of Commonwealth Opportunity Capital, GP LLC.
Additional Information and Where to Find It
In connection with the proposed business combination, Learn SPAC
Holdco, Inc. has filed with the SEC a registration statement on
Form S-4 containing a preliminary proxy statement of Learn CW, a
preliminary consent solicitation statement of Innventure and a
preliminary prospectus with respect to the combined company’s
securities to be issued in connection with the business
combination, and after the registration statement is declared
effective, the definitive proxy statement/consent solicitation
statement/prospectus relating to the proposed business combination
will be mailed to Learn CW shareholders and will be sent to
Innventure unitholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Learn CW’s shareholders, Innventure’s
unitholders and other interested persons are urged to read the
preliminary proxy statement/consent solicitation
statement/prospectus and the amendments thereto and, when
available, the definitive proxy statement/consent solicitation
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about Innventure, Learn CW, the combined
company and the proposed business combination. When available,
the definitive proxy statement/consent solicitation
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of Learn CW as
of a record date to be established for voting on the proposed
business combination. Such shareholders will also be able to obtain
copies of the preliminary and definitive proxy statement/consent
solicitation statement/prospectus and other documents filed with
the SEC, without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to Learn CW Investment
Corporation, 11755 Wilshire Blvd., Suite 2320, Los Angeles,
California 90025.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offer of securities shall be made except by means
of a definitive document.
Participants in the Solicitation
Innventure, Learn CW and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Learn CW’s shareholders in connection with the proposed
business combination. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
Learn CW’s shareholders in connection with the proposed business
combination are set forth in the registration statement on Form
S-4, including the preliminary proxy statement/consent solicitation
statement/prospectus, and will also be set forth in the definitive
proxy statement/consent solicitation statement/prospectus when
available. Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed
business combination of Learn CW’s directors and officers in Learn
CW’s filings with the SEC and such information is also set forth in
the registration statement filed with the SEC by Learn SPAC Holdco,
Inc., including the proxy statement of Learn CW for the proposed
business combination.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the parties or the parties’
respective management team’s expectations, hopes, beliefs,
intentions, plans, prospects or strategies regarding the future,
including the business combination, the parties’ ability to close
the referenced business combination, the anticipated benefits of
the business combination, including revenue growth and financial
performance, product expansion and services, and the financial
condition, results of operations, earnings outlook and prospects of
Innventure and/or Learn CW, including, in all cases, statements for
the period following the consummation of the business combination.
Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. 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,” “will,”
“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. The forward-looking statements
contained in this press release are based on our current
expectations and beliefs made by the management of Learn CW and
Innventure in light of their respective experience and their
perception of historical trends, current conditions and expected
future developments and their potential effects on Learn CW and
Innventure as well as other factors they believe are appropriate in
the circumstances. There can be no assurance that future
developments affecting Learn CW or Innventure will be those that we
have anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond the control of
the parties) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements, including those
discussed and identified in the public filings made or to be made
with the SEC by Learn CW, including in the final prospectus
relating to Learn CW’s initial public offering, which was filed
with the SEC on October 12, 2021 under the heading “Risk Factors,”
or made or to be made by Learn SPAC Holdco, Inc., and the
following: expectations regarding Innventure’s strategies and
future financial performance, including its future business plans,
expansion plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, product and service acceptance, market
trends, liquidity, cash flows and uses of cash, capital
expenditures, and Innventure’s ability to invest in growth
initiatives; the implementation, market acceptance and success of
Innventure’s business model and growth strategy; Innventure’s
future capital requirements and sources and uses of cash; that
Innventure will have sufficient capital upon the approval of the
business combination to operate as anticipated; Innventure’s
ability to obtain funding for its operations and future growth;
developments and projections relating to Innventure’s competitors
and industry; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement (“BCA”); the outcome of any legal
proceedings that may be instituted against Learn SPAC Holdco, Inc.,
Learn CW or Innventure following announcement of the BCA and the
transactions contemplated therein; the inability to complete the
business combination due to, among other things, the failure to
obtain Learn CW shareholder approval; regulatory approvals; the
risk that the announcement and consummation of the proposed
business combination disrupts Innventure’s current plans; the
ability to recognize the anticipated benefits of the business
combination; unexpected costs related to the proposed business
combination; the amount of any redemptions by existing holders of
Learn CW’s common stock being greater than expected; limited
liquidity and trading of Learn CW’s securities; geopolitical risk
and changes in applicable laws or regulations; the possibility that
Learn CW and/or Innventure may be adversely affected by other
economic, business, and/or competitive factors; the potential
characterization of Innventure as an investment company subject to
the Investment Company Act of 1940; operational risk; and the risk
that the consummation of the business combination is substantially
delayed or does not occur. 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. All forward-looking
statements in this press release are made as of the date hereof,
based on information available to Learn CW and Innventure as of the
date hereof, and Learn CW and Innventure assume no obligation to
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
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