Alan E Howard Form 3/A Learn CW Investment / Alan E Howard ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Howard Alan E

(Last) (First) (Middle)

C/O LEARN CW INVESTMENT CORP.

11755 WILSHIRE BLVD., SUITE 2320

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Learn CW Investment Corp [ LCW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	5,630,000(2)	(1)	I(3)	See footnote(3)

Explanation of Responses:

1. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis and for no additional consideration, subject to adjustment, and have no expiration date.

2. These Class B ordinary shares were inadvertently omitted from Alan Howard's original Form 3.

3. These Class B ordinary shares are held directly by CWAM LC Sponsor LLC. CWAM LC Sponsor LLC is owned by three members, one of which is CWAM Investors LLC. Alan Howard (indirectly through an investment vehicle) is a member of CWAM Investors LLC and, in such capacity, may be deemed to beneficially own the Class B ordinary shares held directly by CWAM LC Sponsor LLC, but disclaims beneficial ownership of such shares except to the extent, if any, of his pecuniary interest therein.

	/s/ Alan E. Howard	10/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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