UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____.

Commission File Number: 001-40885

Learn CW Investment Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1583469
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

11755 Wilshire Blvd. Suite 2320
Los Angeles, California		90025
(Address of principal executive offices)		(Zip Code)

(424) 324-2990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	LCW.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	LCW	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	LCW.WS	The New York Stock Exchange

Securities registered

pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☒ No ☐

The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was $241,040,000.

As of April 2, 2024, there were 9,338,421 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		1

Item 1.	Business.	3

Item 1A.	Risk Factors.	12

Item 1B.	Unresolved Staff Comments.	13

Item 1C.	Cybersecurity.	13

Item 2.	Properties.	13

Item 3.	Legal Proceedings.	13

Item 4.	Mine Safety Disclosures.	14

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	14

Item 6.	[Reserved].	15

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	22

Item 8.	Financial Statements and Supplementary Data.	22

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	22

Item 9A.	Controls and Procedures.	22

Item 9B.	Other Information.	23

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	24

Item 10.	Directors, Executive Officers and Corporate Governance.	24

Item 11.	Executive Compensation.	28

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	29

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	31

Item 14.	Principal Accountant Fees and Services.	33

Item 15.	Exhibit and Financial Statement Schedules.	33

Item 16.	Form 10-K Summary.	33

Name	Age	Title
Robert Hutter	52	Chief Executive Officer and Director
Adam Fisher	52	President and Director
Greg Mauro	54	Chief Operating Officer
Ellen Levy	54	Director
Peter Relan	61	Director
Daniel H. Stern	63	Director
Anuranjita Tewary	47	Director

	Class B ordinary shares					Class A ordinary shares
Name of Beneficial Owners⁽¹⁾⁽²⁾	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class
CWAM LC Sponsor LLC⁽³⁾		5,630,000		97.9	%		770,000		8.25	%
Robert Hutter⁽³⁾		5,630,000		97.9	%		770,000		8.25	%
Adam Fisher⁽³⁾		5,630,000		97.9	%		770,000		8.25	%
Greg Mauro		–		–			–		–
Ellen Levy		30,000		*			–		–
Peter Relan		30,000		*			–		–
Daniel H. Stern		30,000		*			–		–
Anuranjita Tewary		30,000		*
All officers and directors as a group (five individuals)		5,750,000		100	%		–		–

Type of Fee	Year Ended December 31, 2023		Year Ended December 31, 2022
Audit Fees	$	201,211	$	130,810
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—

	Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	F-2
	Balance Sheets as of December 31, 2023 and 2022	F-3
	Statements of Operations for the year ended December 31, 2023 and December 31, 2022	F-4
	Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2023 and December 31, 2022	F-5
	Statements of Cash Flows for the year ended December 31, 2023 and December 31, 2022	F-6
	Notes to Financial Statements	F-7

	December 31, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	116,234		$	748,857
Prepaid expenses		602,682			581,408
Total current assets		718,916			1,330,265
Assets Held in Trust Account		100,304,232			235,578,275
Total assets	$	101,023,148		$	236,908,540

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses		5,985,161			1,041,776
Shareholder redemption payable		249,339			—
Deferred credits		400,000			—
Total current liabilities		6,634,500			1,041,776
Deferred Underwriter’s Fee Payable		—			9,780,500
Convertible Promissory Note – Related Party		2,439,000			1,050,000
Warrant liabilities		372,920			1,118,760
Total liabilities	$	9,446,420		$	12,991,036
COMMITMENTS & CONTINGENCIES (NOTE 6)
Class A ordinary shares; 9,338,421 and 23,000,000 shares at redemption value of $10.71 per share and $10.24 per share at December 31, 2023 and 2022, respectively		100,054,892			235,578,275

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding (excluding 23,000,000 subject to possible redemption) at December 31, 2023 and 2022		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at December 31, 2023 and 2022		575			575
Additional paid in capital		—			—
Accumulated Deficit		(8,478,739	)		(11,661,346	)
Total Shareholders’ Deficit		(8,478,164	)		(11,660,771	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	101,023,148		$	236,908,540

	For the year ended December 31, 2023			For the year ended December 31, 2022
Formation costs and other operating expenses	$	6,204,223		$	1,802,357
Loss from operations		(6,204,223	)		(1,802,357	)
Other Income:
Interest income		8,809,032			3,274,564
Gain on settlement of deferred underwriting fees		556,743			—
Change in fair value of warrant liabilities		745,840			8,419,283
Net income	$	3,907,392		$	9,891,490
Weighted average shares outstanding of Class A ordinary shares		23,000,000			23,000,000
Basic and diluted net income per share, Class A ordinary shares	$	0.14		$	0.34
Weighted average shares outstanding of Class B ordinary shares		5,750,000			5,750,000
Basic and diluted net income per share, Class B ordinary shares	$	0.14		$	0.34

	Class B Ordinary Shares
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance – January 1, 2023		5,750,000	$	575	$	—	$	(11,661,346	)	$	(11,660,771	)
Accretion of Class A shares subject to possible redemption		—		—		—		(9,948,542	)		(9,948,542	)
Gain on settlement of underwriting fees		—		—		—		9,223,757			9,223,757
Net income		—		—		—		3,907,392			3,907,392
Balance – December 31, 2023		5,750,000	$	575	$	—	$	(8,478,739	)	$	(8,478,164	)

	Class B Ordinary shares
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance – January 1, 2022		5,750,000	$	575	$	—	$	(18,274,560	)	$	(18,273,985	)
Accretion of Class A shares subject to possible redemption		—		—		—		(3,278,276	)		(3,278,276	)
Net income		—		—		—		9,891,490			9,891,490
Balance – December 31, 2022		5,750,000	$	575	$	—	$	(11,661,346	)	$	(11,660,771	)

	For the year ended December 31, 2023			For the year ended December 31, 2022
Cash flow from operating activities:
Net income	$	3,907,392		$	9,891,490
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments in Trust Account		(8,808,542	)

SEC Form 10-K filed by Learn CW Investment Corporation