Sec Form 4 Filing - CWAM LC Sponsor LLC @ Learn CW Investment Corp - 2024-10-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CWAM LC Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Learn CW Investment Corp [ LCW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O LEARN CW INVESTMENT CORP., 11755 WILSHIRE BLVD., SUITE 2320 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2024 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 10/02/2024 D( 1 ) 770,000 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) 10/02/2024 D( 1 ) 4,880,000 ( 1 ) ( 1 ) Class A Ordinary Shares 4,880,000 $ 0 0 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CWAM LC Sponsor LLC C/O LEARN CW INVESTMENT CORP. 11755 WILSHIRE BLVD., SUITE 2320 LOS ANGELES, CA90025 X See Remarks Signatures By: ABF Manager, LLC, its Manager, By: /s/ Adam Fisher, Sole Member 10/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Business Combination Agreement dated October 24, 2023, on October 2, 2024, the Issuer consummated its initial business combination with Innventure, Inc., f/k/a Learn SPAC HoldCo, Inc. ("Holdco"), with the Issuer surviving as a subsidiary of Holdco (the "Closing"). At the Closing, these securities were automatically surrendered and cancelled and converted into the right to receive shares of Holdco's common stock on a one-for-one basis. ( 2 )Amount has been adjusted to reflect the forfeiture of 750,000 Class B ordinary shares for no further consideration at the Closing pursuant to the Sponsor Support Agreement dated October 24, 2023, which forfeiture is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended.

Remarks: Each of Adam Fisher, Alan Howard and Robert Hutter served on the Issuer's Board of Directors (the "Board") as a representative of CWAM LC Sponsor LLC (the "Sponsor"). By virtue of their representation on the Board, for purposes of Section 16, the Sponsor may be deemed to be a director of the Issuer by deputization of Adam Fisher, Alan Howard and Robert Hutter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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