EX-99.6 12 ny20012992x7_ex99-6.htm EXHIBIT 99.6

Exhibit 99.6

CONSENT TO REFERENCE IN PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

March 22, 2024

Learn SPAC HoldCo, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company.

| Sincerely,
| By: | /s/ Bruce Brown
| Name: | Bruce Brown