Innventure, LLC executed a non-binding letter of intent to acquire Learn CW Investment Corporation (NYSE:LCW) from Cwam Lc Sponsor Llc and others in a reverse merger transaction for approximately $470 million on August 17, 2023. Innventure, LLC entered into an agreement to acquire Learn CW Investment Corporation (NYSE:LCW) from Cwam LC Sponsor LLC and others in a reverse merger transaction on October 24, 2023. The aggregate consideration (?Merger Consideration?) to be paid will consist of a number of shares of Holdco Common Stock equal to (i) (A) $435 million minus (B) the outstanding indebtedness as of the Closing (not including indebtedness from any Additional Financing (as defined in the Business Combination Agreement), if any, plus (C) cash and cash equivalents (not including cash from any Additional Financing) held by the Company and its direct and indirect subsidiaries as of the Closing, divided by (ii) $10.00. A portion of the aggregate Merger Consideration will be in the form of a contingent right to receive Company Earnout Shares. As part of the Merger Consideration, the Company Members shall have the contingent right to receive up to five million shares of Holdco Common Stock in the aggregate (the ?Company Earnout Shares?). Upon closing of the transaction, the combined company will operate under the Innventure name. 100% of Innventure?s equity holders will roll their holdings into the new public company.

The transaction is subject to approval by the shareholders of both parties, the Registration Statement having become effective, shares approved for listing on the Listing Exchange, Lock up agreement and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The board of managers of Innventure and the board of directors of LCW have each unanimously approved the transaction. The transaction is expected to close in 2024. As of February 13, 2024, LCW announced that it has further extended the period of time the Company will have to consummate its initial business combination by an additional one month from February 13, 2024 to March 13, 2024 (the "Extension") through the timely deposit of an aggregate of $150,000 into the Company's trust account. As of March 12, 2024, LCW further extended the period of time the company will have to consummate its initial business combination by an additional one month from March 13, 2024 to April 13, 2024. As of April 12, 2024, Learn CW Investment announced today that it has further extended the period of time the Company will have to consummate its initial business combination by an additional one month from April 13, 2024 to May 13, 2024 (the ?Extension?) through the timely deposit of an aggregate of $150,000 into the Company?s trust account. This Extension is the seventh of up to twelve one-month extensions permitted under the Company?s governing documents, as amended pursuant to the Extraordinary General Meeting of the Company shareholders that took place on October 11, 2023.

Dan H. Shulman and Jeff A. VonDruska of Vedder Price and Joel May of Jones Day acted as the legal advisors to Innventure, and Joshua G. DuClos, David Ni, Angela T. Richards, Edward W. Sharon of Sidley Austin LLP acted as legal advisor to LCW. American Stock Transfer & Trust Company, LLC acted as exchange agent to LCW.