SEC Form SC 13G filed by Learn CW Investment Corporation

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

 

 

LEARN CW INVESTMENT CORPORATION

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G54157105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

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CUSIP NO. G54157105

 

1		NAMES OF REPORTING PERSONS    Alberta Investment Management Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Alberta, Canada

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    600,000
				6		SHARED VOTING POWER    -0-
				7		SOLE DISPOSITIVE POWER    600,000
				8		SHARED DISPOSITIVE POWER    -0-

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    600,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    6.4% (1)
12		TYPE OF REPORTING PERSON*    FI

 

(1)	Based on 9,338,421 Class A ordinary shares of the Issuer outstanding as of December 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed December 1, 2023.

 

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Item 1 (a)

Name of Issuer:

Learn CW Investment Corporation (the “Issuer”)

 

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

11755 Wilshire Boulevard, Suite 2320, Los Angeles, CA 90025

 

Item 2 (a)

Name of Person Filing:

Alberta Investment Management Corporation (the “Reporting Person”)

 

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

1600 - 10250 101 Street NW

Edmonton, Alberta T5J 3P4

Canada

 

Item 2 (c)

Citizenship:

The Reporting Person is organized under the laws of Alberta, Canada.

 

Item 2 (d)

Title of Class of Securities:

Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).

 

Item 2 (e)

CUSIP No.:

G54157105

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable

 

Item 4

Ownership

 

Item 4 (a)

Amount Beneficially Owned: 600,000 Class A Ordinary Shares

 

Item 4 (b)

Percent of class: 6.4%

Based on 9,338,421 Class A Ordinary Shares outstanding as of December 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed December 1, 2023.

 

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Item 4 (c)

Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 600,000

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 600,000

(iv) Shared power to dispose or to direct the disposition of: 0

 

Item 5

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

Pursuant to the Alberta Investment Management Corporation Act, SA 2007 c A-26.5, the Reporting Person provides investment management services for a diverse group of Alberta public sector clients, including Alberta public sector pension plans and provincial endowment funds.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable.

 

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2024

 

 

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