Innventure will enter into agreement with special purpose
acquisition company (SPAC) Learn CW to further accelerate
Innventure’s commercialization of technology solutions in
collaboration with multinational corporations.
Innventure LLC (“Innventure”), an enterprise growth engine, and
Learn CW Investment Corporation, a publicly traded special purpose
acquisition company (“Learn CW”) (NYSE: “LCW”) sponsored by CWAM LC
Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset
Management, announced today that they have entered into a business
combination agreement (the “BCA”) that will result in Innventure
becoming a public company. Upon closing of the transaction, the
combined company will operate under the Innventure name.
Innventure works to create companies that transform the future.
It founds, funds, operates, and rapidly scales companies in
strategic collaboration with Multinational Corporations (“MNCs”) to
commercialize breakthrough technology solutions.
Innventure comprises experienced entrepreneur-operators who
leverage a systematic, quantitative company-building approach to
help mitigate many of the risks inherent in building and scaling
high-growth ventures.
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.
"Since our 2015 launch, our journey validates our unique value
creation model. We expect this transaction to catalyze Innventure’s
ability by providing a strong balance sheet to navigate market
fluctuations while aggressively building new companies." - Bill
Haskell, CEO of Innventure
Learn Capital is a leading venture capital firm with $1.2
billion in assets under management. Founded in 2008 by Rob Hutter
and Greg Mauro, 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 is a
Los Angeles-based asset management platform founded in June 2019
and led by Adam Fisher.
“The Innventure platform is a compelling variation on the
classic venture capital model,” said Rob Hutter, CEO of Learn CW.
“The Innventure team has demonstrated a unique capacity to source
consequential technologies that have already demonstrated
product-market fit and, just as important, have desirable
go-to-market traction characteristics. Innventure’s intentional
strategies for crafting these opportunities into standalone
companies provides the foundation for what could become a highly
promising, durable opportunity generation platform that is unique
in the market today.”
Transaction Overview
The business combination reflects an enterprise value for
Innventure of $385M (excluding a $50M earnout payable upon
achievement of certain milestones). The transaction is also
expected to include a $75 million committed equity facility in
addition to the proceeds from other in-process financings.
The Board of Managers of Innventure and the Board of Directors
of Learn CW have each unanimously approved the transaction. The
transaction will require the approval of the shareholders of Learn
CW, and is subject to other customary closing conditions, including
the receipt of certain regulatory approvals. The transaction is
expected to close in 2024. 100% of Innventure’s equity holders will
roll their holdings into the new public company.
Innventure expects to use the proceeds from the transaction for
working capital and general corporate purposes, in addition to
covering transaction-related costs.
Additional information about the proposed transaction, including
a copy of the BCA, will be provided in a Current Report on Form 8-K
to be filed by Learn CW with the Securities and Exchange Commission
(“SEC”) at www.sec.gov.
Advisors
Vedder Price and Jones Day are acting as the legal advisors to
Innventure, and Sidley Austin LLP is acting as legal advisor to
Learn CW.
About Innventure
Innventure was founded in 2015 by Mike Otworth, Dr. John Scott,
and Rick Brenner. It creates, funds, operates, and rapidly scales
companies in strategic collaboration with MNCs. Innventure
rigorously analyzes the market, including proprietary data provided
by MNCs, to identify where their well-protected, breakthrough
technologies address significant market needs and have the
potential to create $1B+ in new enterprise value. Opportunities are
selected based upon Innventure’s validation of their transformative
potential, their ability to provide immediate economic value to the
end customer, and the strategic alignment with the MNC to help
catalyze early adoption. Innventure’s systematic, quantitative
approach to founding and funding new companies is designed to
mitigate many of the risks inherent in building and scaling
high-growth ventures.
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 Capital is a leading venture capital firm
focusing exclusively on early-stage 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, Learn Capital 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 CW
intends to file with the SEC a registration statement on Form S-4
containing a preliminary proxy statement and a preliminary
prospectus of Learn CW, and after the registration statement is
declared effective, Learn CW will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its shareholders. 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 and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about Innventure, Learn CW and the
proposed business combination. When available, the definitive proxy
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 proxy statement/prospectus, the
definitive proxy 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 will be set forth in Learn CW’s registration statement
on Form S-4, including a proxy statement/prospectus, when it is
filed with the SEC. 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 will also
be in the registration statement to be filed with the SEC by Learn
CW, which will include the proxy statement/prospectus 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,” “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
IPO, which was filed with the SEC on October 12, 2021 under the
heading “Risk Factors,” or made or to be made by the newly created
publicly-listed holding company upon closing of the transaction,
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
transaction 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 BCA; the outcome of any
legal proceedings that may be instituted against 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 stockholder 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; 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; 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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version on businesswire.com: https://www.businesswire.com/news/home/20231024375260/en/
Innventure PR Contact: Chad Arnold, carnold@innventure.com
Learn CW PR Contact: Harry Bator, harry@learn.vc
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