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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SB Management Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2021
3. Issuer Name and Ticker or Trading Symbol
Learn CW Investment Corp [LCW]
(Last)
(First)
(Middle)
9TH FLOOR, AL SILA TOWER, ADGM SQUARE, AL MARYAH ISLAND
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ABU DHABI, C0 NA
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Class A ordinary shares, par value $0.0001 per share 10,000,000
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SB Management Ltd
9TH FLOOR, AL SILA TOWER
ADGM SQUARE, AL MARYAH ISLAND
ABU DHABI, C0 NA
    X    
SOFTBANK GROUP CORP
1-7-1 KAIGAN
MINATO-KU
TOKYO, M0 105-7537
    X    

Signatures

SB Management Limited, by: /s/ Akshay Naheta, Chief Executive Officer 10/25/2021
**Signature of Reporting Person Date

SoftBank Group Corp., by: /s/ Natsuko Ohga, Head of Corporate Legal Department 10/25/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The securities reported herein are held by an investment fund (the "SB Fund") to which SB Management Limited ("SB Management") serves as the investment manager and as such may be deemed to have voting and investment power over the securities held by the SB Fund. SB Management is owned by Softbank Group Corp. (together with SB Management, the "Reporting Persons") and as such may be deemed to have voting and investment power over the securities held by the SB Fund. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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