Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 13, 2023, Learn CW Investment Corporation (the "Company") received a
notification from the New York Stock Exchange (the "NYSE") informing the Company
that, because the number of public stockholders is less than 300, the Company is
not in compliance with Section 802.01B of the NYSE Listed Company Manual (the
"Listing Rule"). The Listing Rule requires the Company to maintain a minimum of
300 public stockholders on a continuous basis. The NYSE notification letter
specifies that the Company has 45 days (the "Compliance Plan Due Date") to
submit a plan that demonstrates how the Company expects to return to compliance
with the Listing Rule within 18 months of receipt of the notice. The plan will
be reviewed by the Listings Operations Committee (the "Committee") of the NYSE.
The Committee will either accept the plan, at which time the Company will be
subject to quarterly monitoring for compliance with this plan, or the Committee
will not accept the plan and the Company will be subject to suspension and
delisting procedures.
The Company intends to submit a plan by the Compliance Plan Due Date.
Item 7.01 Regulation FD Disclosure
On January 20, 2023, the Company issued a press release regarding the matters
discussed in Item 3.01, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished
pursuant to the rules and regulations of the SEC and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This report includes "forward-looking statements," within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including with respect to the anticipated
separate trading of the Company's Class A ordinary shares and redeemable
warrants and the pursuit of an initial business combination. All statements
other than statements of historical fact included in this report are
forward-looking statements. When used in this report, words such as "expect,"
"believe," "anticipate," "intend," "estimate," "seek," and variations and
similar expressions, as they relate to the Company or its management team,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of, assumptions made by, and information currently available to,
the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Securities and Exchange Commission
(the "SEC"). All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company's
registration statement and the prospectus relating to the Company's initial
public offering filed with the SEC. Copies of such filings are available on the
SEC's website, www.sec.gov. Except as expressly required by applicable
securities laws, the Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 20, 2023
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