Exhibit 99.1
DownSelect® March 2024
Disclaimer 2 This presentation (the “Presentation”) has been prepared by
Innventure, LLC (“Innventure” or the “Company”) and Learn CW Investment Corporation (“Learn CW” or the “SPAC”) in order to assist interested parties in conducting their own evaluation of the potential business combination of the Company and Learn
CW and related transactions (collectively, the “Transaction”). The Presentation does not purport to contain all information that may be required or desired by an interested party in investigating the Company, its business or prospects, or the
proposed business combination, and it shall not be deemed to be a complete description of the state of affairs of the Company historically, at its stated date or in the future. Portions of this Presentation have been prepared based on information
received from the Company, Learn CW and other sources considered reliable; however, neither the Company nor Learn CW have independently verified that such information is correct. None of the Company, Learn CW or any of their respective
affiliates, control persons, officers, directors, employees, representatives or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation or
any other information provided in conjunction with an evaluation of the Company or the proposed business combination. Only those particular representations and warranties that may be made in relation to any legally binding written definitive
agreement signed by the parties relating to the Transaction, and subject to such limitations and restrictions as may be agreed upon, shall have any legal effect. Conditions and information reported in the Presentation may change without any
notice, and Learn CW, the Company and their respective affiliates and related persons disclaim any responsibility or liability to update the information contained in this Presentation except to the extent required by applicable law or regulation.
In addition, all of the market data included in this Presentation involves a number of assumptions, limitations, projections, estimates and research. Such market data is necessarily subject to a high degree of uncertainty and risk and there can
be no guarantee as to the accuracy or reliability of such assumptions. Caution Regarding Forward-Looking Information This Presentation contains forward-looking statements, including statements about the parties’ ability to close the business
combination, the anticipated benefits of the business combination, and the financial condition, results of operations, earnings outlook and prospects of Learn CW and/or Innventure and may include statements for the period following the
consummation of the business combination, including revenue growth and financial performance. Forward-looking statements appear in a number of places in this Presentation. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,”
“outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on the current expectations and beliefs of the management of Learn CW and Innventure in light of their respective experience and their perception of historical trends, current
conditions and expected future developments and their potential effects on Learn CW, Innventure and Holdco as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting
Learn CW, Innventure or Holdco will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the SEC by Learn CW, including in the
final prospectus relating to Learn CW’s IPO, which was filed with the SEC on October 12, 2021 under the heading “Risk Factors,” or made or to be made by Holdco upon closing of the Transaction, and the following:
Disclaimer 3 expectations regarding Innventure’s and the Innventure Companies’
strategies and future financial performance, including their future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating
expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Innventure’s ability to invest in growth initiatives; the implementation, market acceptance and success of Innventure’s
business model and growth strategy; the implementation, market acceptance and success of the Innventure Companies’ business models and growth strategies; that Innventure will have sufficient capital upon the approval of the proposed business
combination to operate as anticipated; Innventure’s future capital requirements and sources and uses of cash; Innventure’s ability to obtain funding for its operations and future growth; developments and projections relating to Innventure’s
and the Innventure Companies’ competitors and industries; the Innventure Companies’ ability to meet, and to continue to meet, applicable regulatory requirements for the use of their products, including in food grade applications; the Innventure
Companies’ ability to comply on an ongoing basis with the numerous regulatory requirements applicable to their products and facilities; the occurrence of any event, change or other circumstances that could give rise to the termination of the
proposed business combination agreement; the outcome of any legal proceedings that may be instituted against Learn CW or Innventure following announcement of the proposed business combination agreement and the transactions contemplated
therein; the inability to complete the proposed business combination due to, among other things, the failure to obtain the required Learn CW shareholder approval; regulatory approvals; the risk that the announcement and consummation of the
proposed business combination disrupts Innventure’s current plans; the ability to recognize the anticipated benefits of the proposed business combination; unexpected costs related to the proposed business combination; the amount of any
redemptions by existing holders of Learn CW’s common stock being greater than expected; limited liquidity and trading of Learn CW’s securities; geopolitical risk and changes in applicable laws or regulations;
Disclaimer 4 the possibility that Learn CW and/or Innventure may be adversely
affected by other economic, business, and/or competitive factors; the potential characterization of Innventure as an investment company subject to the Investment Company Act of 1940; operational risk; and the risk that the consummation of the
proposed business combination is substantially delayed or does not occur. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning the business combination or other matters addressed in this Presentation and attributable to Learn CW, Innventure, or any person
acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, Learn CW and Innventure undertake no
obligation to update these forward-looking statements to reflect events or circumstances after the date of this Presentation or to reflect the occurrence of unanticipated events. Market and Industry Data Certain market, industry and other data
used herein have been obtained or derived from third-party sources and publications as well as from research reports prepared for other purposes. Although the information from these third-party sources is believed to be reliable, none of the
Company or its management has independently verified the data obtained from these sources, and no assurances can be made regarding the accuracy or completeness of such data. Forecasts and other forward-looking information obtained from these
sources are subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained herein.
Disclaimer 5 Trademarks In addition to trademarks, service marks, trade names,
copyrights and logos of Innventure and its subsidiaries contained herein, this presentation contains trademarks, service marks, trade names, copyrights and logos of other companies, which are the property of their respective owners. Unless
otherwise stated, the use of these other trademarks, service marks, trade names, copyrights and logos herein does not imply an affiliation with, or endorsement of the information contained herein by, the owners of such trademarks, service marks,
trade names, copyrights and logos. Additional Information About the Proposed Business Combination and Where To Find It In connection with the proposed business combination, Learn SPAC Holdco, Inc. has filed with the SEC a registration statement
on Form S-4 containing a preliminary proxy statement of Learn CW, a preliminary consent solicitation statement of Innventure and a preliminary prospectus with respect to the combined company’s securities to be issued in connection with the
business combination, and after the registration statement is declared effective, the definitive proxy statement/consent solicitation statement/prospectus relating to the proposed business combination will be mailed to Learn CW shareholders and
will be sent to Innventure unitholders. This presentation does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other
decision in respect of the business combination. Learn CW’s shareholders, Innventure’s unitholders and other interested persons are urged to read the preliminary proxy statement/consent solicitation statement/prospectus and the amendments thereto
and, when available, the definitive proxy statement/consent solicitation statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about Innventure,
Learn CW, the combined company and the proposed business combination. When available, the definitive proxy statement/consent solicitation statement/prospectus and other relevant materials for the proposed business combination will be mailed to
shareholders of Learn CW as of a record date to be established for voting on the proposed business combination. Such shareholders will also be able to obtain copies of the preliminary and definitive proxy statement/consent solicitation
statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Learn CW Investment Corporation, 11755 Wilshire Blvd., Suite 2320, Los Angeles,
California 90025. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by
means of a definitive document. Participants in the Solicitation Innventure, Learn CW and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Learn CW’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Learn CW’s shareholders in
connection with the proposed business combination are set forth in the registration statement on Form S-4, including the preliminary proxy statement/consent solicitation statement/prospectus, and will also be set forth in the definitive proxy
statement/consent solicitation statement/prospectus when available. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Learn CW’s directors and officers in
Learn CW’s filings with the SEC and such information is also set forth in the registration statement filed with the SEC by Learn SPAC Holdco, Inc., including the proxy statement of Learn CW for the proposed business combination.
Seeking proven technologies(1) that have been significantly risk-mitigated by MNC
partners with benefit of market data Risk-Mitigated Business Leverage MNC data and built-in adoption to confirm market demand and identify early customers, mitigating risk for go-to-market pathway and ensuring customer
adoption Commercial-grade technology solutions that enable significant, additional quantifiable value opportunities Proven Industrial Technology(1) Targeting opportunities believed to have the potential for billion+ dollar outcomes Path to
Economic Return The Innventure Strike Zone 6 Innventure’s data-centric approach reduces principal risk to scaling and execution Such technology has been demonstrated as a proof of concept but has not yet been scaled or commercialized. Unmet
Customer Need
Pipeline of MNCs for Company Launches 7 Innventure’s target is to be in dialogue
with the globe’s 50 most innovative companies The Company has active relationships at 29 MNCs, and has been shown nearly 100 technologies / potential companies to-date Innventure is in active dialogue with 11 MNCs, including its current MNC
partners, where technologies are being actively reviewed and validated for their commercial viability +2 ONGOING MNC PARTNERS P&G Nokia +9 ACTIVE MNC OPPORTUNITIES Active Multinational Pipeline Growth (1) 80+% Growth MNC pipeline as of
December 2023. Active Multinational Pipeline includes: (1) Current MNC Targets, (2) Active MNC Opportunities, and (3) Ongoing MNC Partners. Innventure Value Creation 17 FUTURE & 18 CURRENT MNC TARGETS 35 Technology Solution Strategic
Execution Unmet Market Need Multinational Corporation Innventure Company
Drivers of the Innventure Opportunity 8 Technology constantly changes business
across a diverse set of use-cases. Innventure has extensive experience screening technologies for commercialization to meet expected unmet market needs. Key market drivers and markets in need of a technology solution are what feed the initial
stage of DownSelect®. Innventure Value Creation Markets in Need of Technology Solutions Economic Value to Customers Drive Business & Profit Goals Consumer Retail, Packaging & Distribution Data Infrastructure &
Telecommunications Industrial Manufacturing & Operations Clean Energy Industrial Agriculture & Chemical Applications Healthcare & Life Science Services Market competition Supply chain insulation Sustainability & regulatory
compliance Risk Management Operating Margin Optimization of input, labor, energy, and distribution costs Improved scale and throughput Revenue capture in new categories and price points Meet current & evolving customer needs Top Line
Growth Technology Solution Strategic Execution Unmet Market Need Multinational Corporation Innventure Company
Illustrative Innventure Company Creation Timeline 9 Target and build relationships
with MNCs Commercialize the technology solution and scale the business: Execute operating plan and scale production in-line with concrete revenue Expand customer set to capture market share Innventure shareholders may realize economic returns
such as: Equity market cap growth and / or exit monetization Disciplined operating strategy with high hurdle rates for capital investment Evaluate opportunity via DownSelect®: Test technology’s business viability using MNC data Evaluate
market and operational risk factors Forecast initial investment timeline and cash flows Innventure Company launch: Build foundation and infrastructure Feature expected significant embedded revenue opportunity via MNC relationship Company
Creation MNC invests significant time and money into developing a technology and gathering market data; Innventure’s value as the catalyst to commercialize technology is driven by the following MNC friction points (and MNC willingly shares
market data with Innventure): Inability or lack of appetite to fund No internal sponsor and/or equipped operator Non-core to company strategy Not of critical mass to impact MNC financials Inefficient org-structure to develop a new
company Symbiotic relationship with MNCs creates potential value for both parties. Innventure Value Creation MNC may realize economic benefits such as: Revenue and / or expense synergies for core business Company-specific economic
incentives – e.g., royalties, etc. Technology Solution Strategic Execution Innventure Company Unmet Market Need Multinational Corporation
10 Proprietary approach to generate outsized risk-adjusted returns through
rigorous company formation Innventure’s DownSelect® analysis is the culmination of 30 years of executive experience and learnings from over 100 technology reviews made by the Innventure team. This proprietary approach to evaluating technologies
and building companies is specifically designed to lower the numerous inherent risks of conventional startups, allowing Innventure to aim for significantly higher success rates and risk-adjusted returns. Establishing the initial strategy based
on the comprehensive analysis to reduce risk and accelerate success for Innventure Companies. To evaluate opportunities in a way that enables us to make the right data-driven decisions about which opportunities to form into Innventure
Companies. What is DownSelect®? PHASE 3 PHASE 4 Strategy & Formation PHASE 2 PHASE 1 Opportunity Screen Critical Factor Assessment Comprehensive Quantification
DownSelect® Quality Scoring 11 Helps prioritize evaluation and development of
opportunities by integrating information in an iterative loop across five key interconnected factors Value Quantification of the immediate, new economic value created for customers, especially strategic value for MNC partner, which is critical
and can predict early adoption Market Comprehensive assessment of market size, competitive dynamics and overall attractiveness Advantage Ensure new company has potential to deliver a breakthrough solution with competitive advantage and
profit that can be maintained over the long-term, which can position company for higher probability for success Timeline Timeline to market and scale that meets return goals and has development plan in place Capital Rigorous financial
analysis that determines key milestones and capital requirements necessary to execute and drive highly attractive investment returns
Innventure’s DownSelect® Phases 12 Each phase in the DownSelect® analysis seeks to
best assess revenue opportunity, initial and scaled unit economics, capital requirements and risk. The ultimate output is a potential business launch that has met or exceeded a rigorous set of checks and balances. PHASE
1 Opportunity Screen PHASE 2 Critical Factor Assessment PHASE 4 Strategy & Formation PHASE 3 Comprehensive Quantification Quality Score Components continuously inform the analysis across all four phases Screen four key components
of an opportunity: MNC Partner Significant Market Need Breakthrough Technology Solution Strategic Business Model Identify, assess, and prioritize an opportunity’s critical success and risk factors and develop a plan for in-depth systematic
evaluation quantify value, address critical factors for success of a new business built around the opportunity, and mitigate risk factors Comprehensive review across all DownSelect® dimensions, with a core focus on quantitative analysis and
strategy of the immediate new value created for customers Set the initial strategy, including go-to-market and initial business plan, for the Innventure Company, secure control of the technology via licensing or ownership, and create the new
company
DownSelect® Initial Phases 13 Data-intensive diligence and standardized evaluation
steps make the initial phases of DownSelect® highly scalable. Collaboration with a growing network of MNCs provides initial DownSelect® phases with truly unique market knowledge. PHASE 2 PHASE 3 PHASE 4 PHASE 1 Opportunity Screen Critical
Factor Assessment Strategy & Formation Comprehensive Quantification Analyze high-level business, financial, and technology issues to determine whether the opportunity meets key criteria Assess and prioritize an opportunity’s critical
model, success, and risk factors to create a holistic assessment evaluation plan Market defined as data center and telecom cooling valued at ~$16B (2022) and growing at ~17% CAGR through 2030. Value driven by limits of incumbent air cooling;
critical need to cool hotter high-performance processors, and opportunity to densify data centers—lowering OPEX and driving more revenue/sq. ft. for operators. Advantage informed by Nokia Bell Labs and developed robust pipeline of prospects from
server OEMs. Innventure’s interaction with MNCs is the critical competitive edge Capital Timeline Market Value Advantage
DownSelect® Decision and Formation Phases 14 Each phase in the DownSelect®
analysis seeks to best assess revenue opportunity, initial and scaled unit economics, capital requirements and risk. The ultimate output is a potential business launch that has met or exceeded a rigorous set of checks and balances. PHASE
2 PHASE 3 PHASE 4 PHASE 1 Opportunity Screen Critical Factor Assessment Strategy & Formation Comprehensive Quantification Analyze high-level business, financial, and technology issues to determine whether the opportunity meets key
criteria Assess and prioritize an opportunity’s critical model, success, and risk factors to create a holistic assessment evaluation plan Timeline determined with line of sight to scaled production capacity and early customer validation and
adoption. Capital requirement to demonstrate initial cashflow breakeven was modest and at a zero-equity basis, the opportunity held compelling value creation potential. Revenue visibility through MNC adoption reduces risk around critical
investment decisions Capital Timeline Market Value Advantage
98% of opportunities don’t pass the DownSelect® rigorous analysis Innventure’s
DownSelect® Pipeline 15 DownSelect® arms Innventure with a scalable ability to evaluate a significant number of opportunities at once. A wide opportunity set allows for very high capital and return discipline. *Newco launch year (PCT 2015,
AeroFlexx 2018, Accelsius 2022). 127 31 10 Quantity and quality of opportunities increase as DownSelect® analysis and MNC partnerships evolve All data as of March 5, 2024
Capital Timeline DownSelect® – Risk Avoidance Discipline 16 Rigorous evaluation
of spectrum technology solution with multinational telecom partner led to DownSelect® rejection PHASE 2 PHASE 3 PHASE 4 PHASE 1 Opportunity Screen Critical Factor Assessment Strategy
& Formation Comprehensive Quantification Market REJECTION Start date to rejection date was less than 2 years and required capital of less than $1 million Market viability supported by broad use case / large TAM Value proved
challenging, requiring MNC partner to co-deploy the technology and provide customer access Advantage highly attractive based largely on low capital requirements to launch and develop the product. Higher risk hurdle driven by competitive
solutions that would require partnership with MNC to “go-to-market” Value Advantage Timeline uncertainty driven by difficulty integrating with MNC network and customer base for appropriate and timely marketing Capital requirement low and
highly attractive to develop technology and market ready product
