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Learn CW Investment Corporation *

Learn CW Investment Corporation *

Mar 29, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Innventure 

ENTERPRISE VALUE: $385 million
ANTICIPATED SYMBOL: tbd

Learn CW Investment Corporation proposes to combine with 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.

TRANSACTION

  • 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 transaction is expected to close in 2024.
  • 100% of Innventure’s equity holders will roll their holdings into the new public company.

lcw updated

 

SPAC FUNDING

Standby Equity Purchase Agreement

  • Holdco made an agreement with Yorkville called the Standby Equity Purchase Agreement (SEPA).
    • If the Transactions are completed, Holdco has the option to issue up to $75 million of Holdco Common Stock to Yorkville.
    • The amount will depend on certain limitations and trading volumes.
    • Each “Advance” under the SEPA can be up to $10 million or the trading volume in the five days before the request.
    • The price of an Advance is determined by the stock market price.
    • The SEPA lasts for three years unless terminated earlier.

EARNOUT

  • Company
    • 5 million earnout shares will be vested until certain conditions are met over a 7 year period:
      • 40% of the shares having entered into binding contracts providing for revenue to the Company.
      • 40% of the shares when the Company forms a new subsidiary with a Multi-National Company.
      • 20% when AeroFlexx received $15M in revenue within the Vesting Period.
  • Sponsor
    • The Sponsor will receive a number of Holdco Common Stock shares at Closing, calculated as 3,000,000 multiplied by a fraction with a numerator of 5 million and a denominator being the total Merger Consideration (referred to as “Sponsor Earnout Shares”).
      • These shares are subject to vesting and forfeiture, vested upon achieving Milestone Conditions, a Change of Control in Holdco, or if Holdco Common Stock’s trading price exceeds $11.50 per share for at least twenty days within a thirty-day period.
      • If these conditions aren’t met during the Vesting Period, the Sponsor Earnout Shares will be forfeited and canceled by Holdco without further compensation.

SPONSOR SUPPORT AGREEMENT

  • The Sponsor agreed to forfeit 750,000 Class B Ordinary Shares and waive any adjustments that would result in their conversion into Holdco Common Stock on a one-to-one basis.
  • Under the Sponsor Support Agreement, up to 1,880,000 Class B Ordinary Shares held by the Sponsor (referred to as “At Risk Sponsor Shares”) may be forfeited if the Additional Funds (comprising any Additional Financing and funds from Learn CW’s trust account for Holdco) do not reach $50 million before financing fees and expenses (the “Target Amount”), with the forfeited shares proportionally reduced if the Closing’s Additional Funds fall short of the Target Amount.
    • If not forfeited at Closing, these shares will be locked up, becoming eligible for release only when Holdco Common Stock’s volume-weighted average trading price exceeds $11.50 per share for at least twenty days in any thirty-day period post-Closing (the “At Risk Sponsor Share Vesting Condition”).
    • If the Vesting Condition isn’t met within seven years of the Closing, the Sponsor will forfeit and Holdco will cancel these shares without compensation.

LOCK-UP

  • Sponsor and Company
    • 12 months following the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • By Learn CW or the Company if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by October 13, 2024 (the “Outside Date”)

ADVISORS

  • Company
    • Vedder Price and Jones Day are acting as the legal advisors
  • SPAC
    • Sidley Austin LLP is acting as legal advisor

EXTENSION – 10/11/23 – LINK

  • Learn CW Investment Corporation (LCW) announced that their shareholders voted to approve amendments to their memorandum and articles of association. The amendments extend the deadline for the company to complete an initial business combination from October 13, 2023 to October 13, 2024. They have the option to extend the deadline monthly, up to twelve times, by one month each time. The company also plans to deposit $150,000 into their trust account by October 13, 2023, which will further extend the time to complete the initial business combination by one month, as stated in the amended articles.

EXTENSION – 4/10/23 – LINK

  • The SPAC approved its auto extension from April 13, 2023 to May 13, 2023
    • $115,000 will be deposited into the trust account

MANAGEMENT & BOARD

Executive Officers

Robert Hutter, 49
Chief Executive Officer and Director

Rob Hutter is the Founder & Managing Partner at Learn Capital. He oversees the investing practice of the firm, which spans seed, early stage and emerging growth companies dedicated to the transformation of learning and the improvement of individual and societal capacities at scale. He represents Learn Capital across a range of portfolio investments including Coursera, Udemy, Nerdy, Photomath, Brilliant, SoloLearn, Andela, Prenda, Merlyn Mind and several other breakthrough firms. In addition to his work with edtech companies, he is an active angel investor in tech startups active across a span of other segments. Previously, Rob was a Partner at Revolution Ventures, an early stage venture investment firm and affiliate of Founders Fund. He was additionally co-founder and president of Swarm Networks, a massively scalable storage company purchased by Intel. He was also involved in the founding stages of transportation intelligence leader SmartDrive Systems and the chipmaker Silicon Spice, which was purchased by Broadcom. In addition, he co-founded two companies in online games and also co-founded Edusoft, a K-12 assessment management platform purchased by Houghton-Mifflin in 2003. He is a graduate of Harvard University.

Adam Fisher, 49
President and Director

Mr. Fisher is the Founder and Chief Investment Officer of the CWAM Platform. Over the last 16 years, Mr. Fisher has built and successfully led numerous investment management practices across both public and private markets. Prior to launching Commonwealth, from 2017 to 2019, Mr. Fisher served as the Global Head of Macro and Real Estate at Soros Fund Management. Prior to joining Soros, Mr. Fisher founded and served as the CIO of CWOC, a global macro hedge fund, from its inception in November 2008 up until it began the process of returning capital to investors in July 2017 when the investment team moved to Soros. CWOC had approximately $2.3 billion assets under management at its closing in June 2017 and 25 employees across three office locations. The firm offered two comingled global macro hedge funds as well as multiple co-investment opportunities in both the liquid and illiquid space. Before CWOC, Mr. Fisher co-founded Orient Property Group in 2006, focusing on investments throughout the Asia Pacific region. Prior to that, from 2003 to 2006, Mr. Fisher co-founded Irongate Capital Partners (“Irongate”), a property investment and development firm. Irongate and its predecessor entity were involved in property transactions in Florida, California, Hawaii, Mexico and Canada. Prior to founding Irongate, Mr. Fisher worked in New York for two private equity firms, NMS Capital and TD Capital, as well as a risk arbitrage firm affiliated with Reservoir Capital. He holds a JD/MBA from Columbia University and serves on the Columbia University Richman Center for Business, Law and Public Policy Advisory Board. He received his B.S. from Washington University in St. Louis.

Greg Mauro, 51
Chief Operating Officer

Greg Mauro is the Founder & Managing Partner of Learn Capital. Greg currently serves on the boards of New Globe, Higher Ground, Wave Neuroscience, Cognitive Genetics, Ascent, Smashcut, Foundry College and previously served on the boards of Edmodo (sold to NetDragon) and Mangahigh (sold to Westermann). Greg has been active in the charter school movement since 2000, serving eight years on the foundation board for High Tech High, considered by many observers to be the “MIT of charter schools.” He was also the founder of Revolution Community Ventures, providing low-cost funds to high performing charters serving low-income communities. Previously, Greg managed Revolution Ventures, an early-stage venture firm and affiliate of Founders Fund. While at Revolution, Greg was the Co-Founder and President of SmartDrive, a video-based safety program and transportation intelligence platform transform. Greg was also Co-Founder and CEO of Nextivity, whose Cel-Fi product is a low-cost, carrier-approved digital signal booster. Greg was first investor and led business development at Entropic, inventor of the ubiquitous MoCa home networking standard. Greg secured investment from Time Warner, Comcast, DISH, and DIRECTV before going public. Greg was also co-founder of Tachyon, the world’s first broadband-over-satellite provider, serving customers as diverse as Burning Man, General Electric, and the US Department of Defense. Greg is the co-owner of Powder Mountain, the largest ski area in the United States. Greg is a member of the Pacific Council on International Policy. Greg’s career began as a Monitor Group strategy consultant, and he is a graduate of UCLA’s College of Honors.

Board of Directors

Alan Howard, 58 [Resigned 10/12/23]
Director Nominee

Mr. Howard is Founder Partner and Senior Trader of Brevan Howard Asset Management LLP, one of the world’s leading global macro absolute return managers, and Senior Trader of Brevan Howard Investment Products Limited.

Daniel H. Stern, 60
Director Nominee

Mr. Stern is Founder and Co-Chief Executive Officer of Reservoir Capital Group, a New York-based investment management firm. Prior to founding Reservoir Capital Group in 1998, Mr. Stern was President of Ziff Brothers Investments and served as an at Bass Brothers Enterprises in Fort Worth, Texas. Mr. Stern is the Chairman of Film at Lincoln Center and serves as a Trustee of several non-profit organizations. Mr. Stern received an AB from Harvard College and an MBA from Harvard Business School.

Ellen Levy, 52
Director Nominee

Dr. Levy is Managing Director of Silicon Valley Connect, working with organizations and entrepreneurs on opportunities for “networked innovation.” She is also an active angel investor in early-stage technology centric companies across many sectors including EdTech. Additionally, she is a member of the Board of Directors for commercial real estate finance company Walker & Dunlop, alternative investment platform for financial advisors CAIS and social network for military and veterans company Rallypoint. She has been appointed as a Senior Advisor to the President of Arizona State University. From 2003 to 2012, Dr. Levy worked at LinkedIn, having served as Vice President of Strategic Initiatives, head of Corporate & Business Development, a member of the Executive Team, and as Advisory Board member when the company was first founded. Prior to LinkedIn, Dr. Levy spent two years running a program at Stanford University, facilitating collaboration between industry partners, Silicon Valley, and the university research community. Over her career, Dr. Levy has held formal roles in venture capital (Softbank Venture Capital; NeoCarta Ventures; Draper Fisher Jurvetson), startups (WhoWhere, sold to Lycos; Softbook Press, sold to Gemstar; LinkedIn, LNKD), technology think tanks (Interval Research), large corporations (Apple Computer, AAPL; PriceWaterhouse Coopers), and universities (Harvard University; Arizona State University; Stanford University). She has a BA from the University of Michigan and a MA/PhD in Cognitive Psychology from Stanford University.

Peter Relan, 58
Director Nominee

Mr. Relan is the founder of YouWeb Incubator, and the co-founder and Chief Executive Officer of GotIt! Inc. Prior to founding YouWeb in 2007, Mr. Relan served as the founder and Chief Executive Officer of Business Signatures, an internet fraud detection engine, from 2001 to 2007. Prior to Business Signatures, he worked at Oracle from 1994 to 1998, serving as the Vice President, Internet Division prior to his departure. From 1988 to 1994, he was an architect at Hewlett-Packard. Mr. Relan was the initial investor, and served on the Board of Discord until 2020. Mr. Relan’s career began as a network development engineer and an internet research engineer for Systems Development Corporation. Mr. Relan received an MS in Engineering Management from Stanford University and a BS in Engineering from UCLA.

Anuranjita Tewary, 45
Director Nominee

Dr. Tewary currently is an independent advisor, advising companies on how to develop data strategies that align with their respective business and product goals, as well as with respect to the kind of data and analytics expertise needed, how best to structure data organizations, and how to hire the right kind of data science talent. Prior to this, Dr. Tewary was the Chief Data Officer for Mint at Intuit and Director of Product Management for Data Products. Dr. Tewary started Level Up Analytics in 2012. Level Up Analytics was acquired by Intuit in October 2013. Prior to that, Dr. Tewary was a Senior Data Scientist at LinkedIn. Dr. Tewary is also the founder of The Technovation Challenge, an education non-profit dedicated to teaching girls coding and high-tech entrepreneurship. Dr. Tewary has a bachelor’s degrees in Physics and Mathematics with Computer Science from the Massachusetts Institute of Technology and a PhD in Applied Physics from Stanford University.

ByKristi Marvin