Enterprise growth engine Innventure enters agreement with Learn CW as it heads towards IPO
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
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.
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.
Leadership
Bill serves as Managing Partner and Chief Executive Officer for Innventure. Previously, he was a cofounder and President of XL TechGroup that created the foundational business building methodology upon which Innventure is based. Bill has worked with the key principals of Innventure for over 20 years. He has also served as a public company CEO and has been a director of over a dozen private and public companies. Most recently, Bill has been a partner at a boutique investment bank focused on converting private companies into employee-owned enterprises and has been a principal in a blockchain technology company. He has over 30 years of experience in company creation and development.
Dave serves as Managing Partner and Chief Financial Officer at Innventure. He brings over 30 years of finance experience working for large multinational corporations such as Ford Motor Company, Ford Credit, Office Depot, Oxbow Carbon LLC, and Embraer. Before his career in finance, Dave served 9 years in the US Navy as a pilot and worked in the Pentagon on General Colin Powell’s staff. In his most recent position, Dave was the CFO of the $2.5 billion US operations of Embraer Aircraft SA, the world's third largest aircraft manufacturer.
Mike serves as Executive Chairman and Managing Partner, International. Mike was the Founding CEO and Chairman of the Board of PureCycle (PCT), an Innventure Company, from 2015-2022. Mike and the team took PCT from an early-stage concept to an operational pilot fully funded the first commercial plant, followed by a successful public offering in March of 2021. PCT market cap in 2022 exceeds $1B. Prior to Innventure, Mike served as President and Founding Partner of Green Ocean Innovation for six years. Green Ocean provided technology sourcing, innovation strategy, and development services to Lilly/Elanco Animal Health. Mike also served as Vice-President and Founding CEO of multiple start-ups at XL TechGroup (XLTG). Mike began his career on Capitol Hill as a legislative aide and committee staff member in the U.S. House of Representatives.
John serves as Managing Partner, Strategy at Innventure. Prior to co-founding Innventure, John served as Founder and CEO of XL TechGroup (XLTG) where he developed the DownSelect Method that Innventure uses today to vet disruptive technologies from top MNCs and their associated business opportunities. John also served as an academic scientist at numerous universities and government labs including the Universities of Maryland, North Carolina and Arizona, as well as the NASA Goddard Space Flight Center. He earned his Ph.D. in Physics and Astrophysics from the University of Arizona and has published over 60 academic papers.
Roland serves as Managing Partner, Capital Markets for Innventure. He also serves as Chairman of WaveFront Global Asset Management Corp., a $1.7 Billion AUM Toronto based global hedge fund company he co-founded in 2003. Roland is also a co-founder of Envest Corp., a downstream energy company, and an Advisory Board member of both the Master of Quantitative Finance program at the University of Waterloo and First Tracks Capital, a Canadian private equity firm. Prior to that Roland was an Investment Advisor with BMO Nesbitt Burns Inc., and began his career as a Commodities Broker with ScotiaMcLeod Inc. where he was primarily involved with hedging commodity price risk for corporate clients. Roland holds a B.A. with Honours from the University of Western Ontario.
