Enterprise growth engine Innventure enters agreement with Learn CW as it heads towards IPO

ORLANDO, Florida. October 24, 2023 – 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 binding 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 a new 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 technologyutilizes 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.