UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ 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 and zip code)

(424) 324-2990

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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 (Section 232.405 of this chapter) during the preceding 12 months (or 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 21, 2024, there were 9,338,421 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 5,750,000 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

LEARN CW INVESTMENT CORPORATION

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	Item 1. FINANCIAL STATEMENTS	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Unaudited Condensed Statements of Operations for the Three Months ended March 31, 2024 and 2023	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2024 and 2023	3
	Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023	4
	Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
	Item 4. CONTROLS AND PROCEDURES	28
PART II - OTHER INFORMATION		29
	Item 1. LEGAL PROCEEDINGS	29
	Item 1A. RISK FACTORS	29
	Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
	Item 3. DEFAULTS UPON SENIOR SECURITIES	29
	Item 4. MINE SAFETY DISCLOSURES	29
	Item 5. OTHER INFORMATION	29
	Item 6. EXHIBITS	30
SIGNATURES		31


	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current Assets:
Cash	$	252,489		$	116,234
Prepaid Expenses		392,343			602,682
Total Current Assets		644,832			718,916

Cash and Investments Held in Trust Account		100,754,232			100,304,232
Total Assets	$	101,399,064		$	101,023,148

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	7,157,591		$	5,985,161
Shareholder redemption payable		249,339			249,339
Deferred credits		586,918			400,000
Total Current Liabilities		7,993,848			6,634,500

Convertible Note – Related Party		3,050,000			2,439,000
Warrant Liabilities		932,300			372,920
Total Liabilities		11,976,148			9,446,420

COMMITMENTS AND CONTINGENCIES (Note 6)
Class A Ordinary Shares, subject to possible redemption; 9,338,421 and 9,338,421 shares at redemption value of $10.74 per share and $10.71 per share at March 31, 2024 and December 31, 2023 respectively		100,504,892			100,054,892

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 9,338,421 subject to possible redemption) at March 31, 2024 and December 31, 2023		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		575			575
Additional paid in capital		-			-
Accumulated deficit		(11,082,551	)		(8,478,739	)
Total Shareholders’ Deficit		(11,081,976	)		(8,478,164	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	101,399,064		$	101,023,148

	For the three months ended March 31, 2024			For the three months ended March 31, 2023
Formation costs and other operating expenses	$	1,594,432		$	353,045
Loss from Operations	$	(1,594,432	)	$	(353,045	)

Other income:
Interest income		-			2,460,924
Change in fair value of warrant liabilities		(559,380	)		745,840
Net (Loss) Income	$	(2,153,812	)	$	2,853,719

Weighted average shares outstanding of Class A ordinary shares		9,338,421			23,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.14	)	$	0.10
Weighted average shares outstanding of Class B ordinary shares		5,750,000			5,750,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.14	)	$	0.10

	Class B Ordinary				Additional
	Shares				Paid in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2024		5,750,000	$	575	$	-	$	(8,478,739	)	$	(8,478,164	)
Accretion of Class A shares to redemption value		-		-		-		(450,000	)		(450,000	)
Net loss		-		-		-		(2,153,812	)		(2,153,812	)
Balance – March 31, 2024		5,750,000	$	575	$	-	$	(11,082,551	)	$	(11,081,976	)

	For the three Months ended March 31, 2024			For the three months ended March 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$	(2,153,812	)	$	2,853,719
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		-			(2,460,924	)
Change in fair value of warrant liabilities		559,380			(745,840	)
Prepaid expenses		210,339			113,174
Accounts payable and accrued expenses		1,172,430			97,428
Deferred credits		186,918			-
Net cash used in operating activities		(24,745	)		(142,443	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(450,000	)		-
Net cash used in investing activities		(450,000	)		-

Cash flows from financing activities:
Proceeds from convertible promissory note – related party		756,000			-
Repayment of promissory note - related party		(145,000	)		-
Net cash provided by financing activities		611,000			-

Net Change in Cash		136,255			(142,443	)
Cash – Beginning of the period		116,234			748,857
Cash – End of the period	$	252,489		$	606,414

Non-cash investing and financing activities:
Accretion of Class A ordinary shares subject to possible redemption	$	450,000		$	2,460,924

Class A ordinary shares subject to possible redemption, December 31, 2022	$	235,578,275
Redemptions		(145,222,585	)
Shareholder redemption payable		(249,339	)
Accretion of carrying value to redemption value		9,948,542
Class A ordinary shares subject to possible redemption, December 31, 2023	$	100,054,892
Accretion of carrying value to redemption value		450,000
Class A ordinary shares subject to possible redemption, March 31, 2024	$	100,504,892

	For the three months ended March 31, 2024						For the three months ended March 31, 2023
	Class A			Class B			Class A		Class B
Basic and diluted net (loss)/income per ordinary share
Numerator:
Allocation of net (loss)/income, as adjusted	$	(1,333,022	)	$	(820,790	)	$	2,282,974	$	570,744
Denominator:
Basic and diluted weighted average shares outstanding		9,338,421			5,750,000			23,000,000		5,750,000
Basic and diluted net (loss)/income per ordinary share	$	(0.14	)	$	(0.14	)	$	0.10	$	0.10

	Level 1		Level 2		Level 3		Total
Assets:
Cash and Investments Held in Trust Account	$	100,754,232	$	-	$	-	$	100,754,232
Liabilities:
Warrant Liabilities:
Public Warrants	$	575,000	$	-	$	-	$	575,000
Private Placement Warrants		-		-		357,300		357,300
Total Warrant Liabilities	$	575,000	$	-	$	357,300	$	932,300

Input	March 31, 2024			December 31, 2023
Share Price	$	10.97		$	10.84
Exercise Price	$	11.50		$	11.50
Risk-free rate of interest		4.12	%		3.78	%
Volatility		3.6	%		2.0	%
Term		5.54			5.79
Probability Weighted Fair Value of Warrants	$	0.05		$	1.60

	Private Warrants
Fair value as of December 31, 2023	$	142,920
Change in fair value(1)	$	559,380
Fair value as of March 31, 2024	$	932,300