--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-048082" form_type: "8-K" ticker: null cik: "0001847577" company_name: "Learn CW Investment Corp" filed_at: "2023-10-13T23:59:59+00:00" generated_at: "2026-06-10T00:11:17.760545+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Learn CW Investment Corp. shareholders approve extension and charter amendments, 13.66M shares redeemed for $145.2M ## Summary - Shareholders approved Extension Amendment to extend business combination deadline from Oct 13, 2023 to Oct 13, 2024 with monthly deposits of $150,000. - Founder Share Amendment approved to allow Class B to Class A conversion on a one-for-one basis before closing of business combination. - Redemption Limitation Amendment approved to eliminate net tangible assets redemption restriction of $5,000,001. - Directors Alan Howard and Ellen Levy were reappointed to the board until the third annual general meeting. - Holders of 13,661,579 Class A shares redeemed for about $10.63 per share, totaling $145.2M, leaving 9,338,421 Class A shares outstanding. ## SEC filing metadata - accession: 0001140361-23-048082 - form_type: 8-K - cik: 0001847577 - company_name: Learn CW Investment Corp - filed_at: 2023-10-13T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/ef20012364_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-048082 - JSON: https://secwatch.observer/filing/0001140361-23-048082.json - Plain text: https://secwatch.observer/filing/0001140361-23-048082.txt ## Key facts - Governance Changes Learn CW Investment Corp: Shareholders approved amendments to the amended and restated memorandum and articles of association to extend the deadline for completing a business combination from October 13, 2023 to October 13, 2024, permit conversion of Class B ordinary shares to Class A shares on a one-for-one basis prior to c (effective 2023-10-11). - Change: charter amendment - Effective: 2023-10-11 source text: Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated memorandum and articles of association of the Company were amended pursuant to the resolutions set forth as Annex A, Annex B and Annex C to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 21, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm - Shareholder Votes Learn CW Investment Corp shareholders approved Redemption Limitation Amendment Proposal to eliminate the limitation that the Company may not redeem Class A ordinary shares in an amount that would cause net tangible assets to be less than $5,000,001 at the 2023-10-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-11 source text: Redemption Limitation Amendment Proposal For Against Abstain 22,617,918 209,050 0 Accordingly, the Redemption Limitation Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm - Shareholder Votes Learn CW Investment Corp shareholders approved Director Appointment Proposal to approve re-appointment of Alan Howard and Ellen Levy to the board of directors at the 2023-10-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-11 source text: Director Appointment Proposal For Against Abstain 5,630,000 0 0 Accordingly, the Director Appointment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm - Shareholder Votes Learn CW Investment Corp shareholders approved Founder Share Amendment Proposal to permit issuance of Class A ordinary shares upon conversion of Class B ordinary shares at the 2023-10-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-11 source text: Founder Share Amendment Proposal For Against Abstain 22,826,968 0 0 Accordingly, the Founder Share Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm - Shareholder Votes Learn CW Investment Corp shareholders approved Extension Amendment Proposal to extend the date to consummate an initial business combination from October 13, 2023 to October 13, 2024 at the 2023-10-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-11 source text: Extension Amendment Proposal For Against Abstain 22,826,968 0 0 Accordingly, the Extension Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1847577/000114036123048082/0001140361-23-048082-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.