Learn CW Investment Corporation Announces Postponement of Extraordinary General Meeting From Tuesday, October 10, 2023 to Wednesday, October 11, 2023
06 10월 2023 - 3:41PM
Business Wire
Learn CW Investment Corporation (NYSE: LCW) (the “Company”)
announced today that its previously announced extraordinary general
meeting (the “Shareholder Meeting”) originally scheduled for
Tuesday, October 10, 2023, at 11:00 AM, Pacific Time, is being
postponed to Wednesday, October 11, 2023, at 12:00 PM, Pacific Time
(the “Postponement”).
At the Shareholder Meeting, shareholders will be asked to vote
on the following proposals: (i) to amend the Company’s amended and
restated memorandum and articles of association to extend the date
by which the Company must complete an initial business combination
from October 13, 2023 to October 13, 2024, by electing to extend
the date to consummate an initial business combination on a monthly
basis for up to twelve (12) times by an additional one month each
time, unless the closing of the Company’s initial business
combination has occurred (the “Extension”), (ii) to amend the
Company’s amended and restated memorandum and articles of
association to permit for the issuance of the Company’s Class A
ordinary shares, par value $0.0001 per share (the “Class A ordinary
shares”), to holders of Class B ordinary shares upon the exercise
of the right of a holder of the Company’s Class B ordinary shares,
par value $0.0001 per share (“Class B ordinary shares”), to convert
such holder’s Class B ordinary shares into Class A ordinary shares
on a one-for-one basis at any time and from time to time prior to
the closing of an initial business combination at the election of
the holder, (iii) to amend the Company’s amended and restated
memorandum and articles of association to eliminate the limitation
that the Company may not redeem Class A ordinary shares in an
amount that would cause the Company’s net tangible assets to be
less than $5,000,001, (iv) to re-appoint, by way of ordinary
resolution by the holders of Class B ordinary shares, each of Alan
Howard and Ellen Levy to the board of directors of the Company, to
serve until the third annual general meeting of shareholders
following the Shareholder Meeting or until his successor is elected
and qualified and (v) to approve the adjournment of the Shareholder
Meeting to a later date or dates, if necessary.
As a result of the Postponement, the Shareholder Meeting will
now be held at 12:00 PM, Pacific Time, on October 11, 2023. The
Shareholder Meeting will still be held at the offices of Sidley
Austin LLP located at 1999 Avenue of the Stars, 17th Floor, Los
Angeles, CA. Also, as a result of this change, the Company has
extended the deadline for delivery of redemption requests from the
Company’s shareholders from 5:00 PM, Eastern Time, on October 6,
2023, to 5:00 PM, Eastern Time, on October 9, 2023.
If any shareholders have questions or need assistance in
connection with the Shareholder Meeting, please contact the
Company’s proxy solicitor, Morrow Sodali LLC, by calling (800)
662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing LCW.info@investor.morrowsodali.com.
The Company plans to continue to solicit proxies from
shareholders during the period prior to the Shareholder Meeting.
Only holders of record of Class A ordinary shares and Class B
ordinary shares as of the close of business on September 11, 2023,
the record date for the Shareholder Meeting, are entitled to vote
at the Shareholder Meeting or any adjournment thereof.
About the Company
Learn CW Investment Corporation is a blank check company formed
as a Cayman Islands exempted company for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
Participants in the Solicitation
The Company, its directors and certain of its respective
executive officers and other members of management and employees
may be considered participants in the solicitation of proxies with
respect to the Extension. Information about the directors and
executive officers of the Company is set forth in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2022.
Additional information regarding the persons who may, under the
rules of the Securities and Exchange Commission (the “SEC”), be
deemed participants in the proxy solicitation of the shareholders
of the Company and a description of their direct and indirect
interests are contained in the definitive proxy statement relating
to the Shareholder Meeting (the “Definitive Proxy Statement”).
Additional Information and Where To Find It
On September 21, 2023, the Company filed the Definitive Proxy
Statement with the SEC in connection with its solicitation of
proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS
OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the Definitive Proxy Statement (including any
amendments or supplements thereto) and other documents filed with
the SEC through the web site maintained by the SEC at www.sec.gov
or by directing a request to the Company’s proxy solicitor, Morrow
Sodali LLC, at 33 Ludlow Street, 5th Floor, South Tower, Stamford,
CT 06902, Toll-Free (800) 662-5200 or Collect (203) 658-9400,
Email: LCW.info@investor.morrowsodali.com.
Cautionary Statement Regarding Forward Looking
Statements
This communication includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the date of the Shareholder Meeting. These
statements are based on current expectations on the date of this
communication and involve a number of risks and uncertainties that
may cause actual results to differ significantly. The Company does
not assume any obligation to update or revise any such
forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
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Learn CW Investment Corporation Harry Bator
harry@learn.vc
Learn CW Investment (NYSE:LCW)
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