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Innventure enters agreement with Learn CW

October 2023

Client(s) Innventure LLC

Jones Day is advising Innventure LLC in its business combination with Learn CW Investment Corporation, a publicly traded special purpose acquisition company (NYSE: “LCW”) sponsored by CWAM LC Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset Management. Upon the closing of the business combination, Learn CW and Innventure will become wholly-owned subsidiaries of Learn SPAC HoldCo, Inc.("Holdings"), which will be listed on either NYSE or NASDAQ under the Innventure name.

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 business combinations and related transactions are expected to close in 2024.

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