UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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Learn CW Investment Corporation
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(Name of Issuer)
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Class A Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities)
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G54157105
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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 disclosures provided in a prior cover page.
The information required on 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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1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westchester Capital Management, LLC
27-3790558
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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39,049 shares
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6
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SHARED VOTING POWER
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888,640 shares
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7
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SOLE DISPOSITIVE POWER
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39,049 shares
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8
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SHARED DISPOSITIVE POWER
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888,640 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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927,689 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.93%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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* Based on 9,338,421 Shares outstanding as of December 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 1, 2023.
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1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virtus Investment Advisers, Inc.
04-2453743
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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None
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6
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SHARED VOTING POWER
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888,640 shares
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7
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SOLE DISPOSITIVE POWER
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None
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8
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SHARED DISPOSITIVE POWER
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888,640 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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888,640 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.52%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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* Based on 9,338,421 Shares outstanding as of December 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 1, 2023.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
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1
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NAMES OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Merger Fund
14-1698547
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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None
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6
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SHARED VOTING POWER
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817,802 shares
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7
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SOLE DISPOSITIVE POWER
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None
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8
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SHARED DISPOSITIVE POWER
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817,802 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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817,802 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.76%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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* Based on 9,338,421 Shares outstanding as of December 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 1, 2023.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, Inc. on this Schedule 13G.
| Item 1(a). |
Name of Issuer
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The name of the issuer to which this filing on Schedule 13G relates is Learn CW Investment Corporation (the “Company”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices
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The principal executive offices of the Company are located at 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025.
| Item 2(a). |
Name of Person Filing
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This statement is being filed jointly by the following (each, a “Reporting Person,” and collectively, the “Reporting Persons”): Westchester Capital
Management, LLC (“Westchester”), a Delaware limited liability company, Virtus Investment Advisers, Inc. (“Virtus”), a Massachusetts corporation, and The Merger Fund (“MF”), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to each of MF and Virtus Westchester Event-Driven Fund (“EDF”). Westchester,
a registered investment adviser, serves as sub-advisor to each of MF, EDF, JNL/Westchester Capital Event Driven Fund (“JNL”) and Principal Funds, Inc. – Global Multi-Strategy Fund (“PRIN”, together with MF, EDF and JNL, the “Funds”). The Funds
directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
| Item 2(b). |
Address or Principal Business Office or, if none, Residence:
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Westchester Capital Management, LLC
100 Summit Drive, Valhalla, NY 10595
Virtus Investment Advisers, Inc.
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683
| Item 2(c). |
Citizenship
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Westchester is organized under the laws of the State of Delaware. Each of Virtus and MF are organized under the laws of the State of Massachusetts.
| Item 2(d). |
Title of Class of Securities
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The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, $0.0001 par value per share
("Ordinary Shares").
| Item 2(e). |
CUSIP Number
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The CUSIP number of the Company’s Ordinary Shares is G54157105.
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☒ Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
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(e)
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☒ An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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☐ If this statement is filed pursuant to §240.13d-1(c), check this box.
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| Item 4. |
Ownership
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Virtus acts as investment
adviser to each of MF and EDF. Westchester acts as sub-advisor to each of MF, EDF, JNL and PRIN and may be deemed to beneficially own shares of Ordinary Shares held by MF, EDF, JNL and PRIN. Messrs. Behren and Shannon each serve as Co-Presidents
of Westchester. By virtue of these relationships, Westchester and Messrs. Behren and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, Westchester and Messrs. Behren and Shannon disclaim beneficial ownership
of such shares of Ordinary Shares, except to the extent of their pecuniary interest therein. The filing of this Statement shall not be construed as an admission that Westchester and Messrs. Behren and Shannon are, for the purpose of Section 13(g)
of the Act, the beneficial owner of such shares held by the Funds.
| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on
by the Parent Holding Company:
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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Dated: February 14, 2024
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WESTCHESTER CAPITAL MANAGEMENT, LLC
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By:
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/s/ CaSaundra Wu | ||
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Name:
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CaSaundra Wu
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Title:
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CCO
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VIRTUS INVESTMENT ADVISERS, INC.
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By:
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/s/ David Fusco | ||
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Name:
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David Fusco
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Title:
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Chief Compliance Officer
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THE MERGER FUND
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By:
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/s/ Daphne Chisolm | ||
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Name:
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Daphne Chisolm
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Title:
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Vice President, Counsel and Assistant
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Secretary
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Learn CW Investment Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint
filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2024.
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Dated: February 14, 2024
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WESTCHESTER CAPITAL MANAGEMENT, LLC
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By:
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/s/ CaSaundra Wu | ||
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Name:
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CaSaundra Wu
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Title:
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CCO
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VIRTUS INVESTMENT ADVISERS, INC.
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By:
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/s/ David Fusco | ||
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Name:
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David Fusco
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Title:
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Chief Compliance Officer
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THE MERGER FUND
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By:
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/s/ Daphne Chisolm | ||
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Name:
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Daphne Chisolm
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Title:
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Vice President, Counsel and Assistant
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Secretary
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