ThZeal - The Zeal

As filed with the Securities and Exchange Commission on April 15, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INNVENTURE, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	6770	93-4440048
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321) 209-6787

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gregory W. Haskell

Innventure, Inc.

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321) 209-6787

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Joel T. May

Jeremy W. Cleveland

Thomas L. Short

Jones Day

1221 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30361

Tel: (404) 521-3939

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following

box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE AND STATEMENT PURSUANT TO RULE 429

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement)

will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-276714), that was

originally declared effective by the Securities and Exchange Commission on September 10, 2024 (as amended, the “Prior Registration Statement”). Accordingly, this

Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-1 to the Prior Registration Statement. Such Post-Effective Amendment will become

effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as

amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be

sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary

prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the

offer or sale is not permitted.


PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	DATED APRIL 15, 2025

INNVENTURE, INC.

34,352,677 Shares of Common Stock

This prospectus relates to offer and sale from time to time by the selling securityholders named in this prospectus (each a

“Selling Stockholder” and collectively, the “Selling Stockholders”), or their permitted transferees, of up to 15,965,989 shares of the

common stock, par value $0.0001 per share (“Common Stock”), of Innventure, Inc., a Delaware corporation, which includes (i) up to

8,480,518 shares of Common Stock that may be issued upon conversion of Series C Preferred Stock (as defined below),

(ii) 85,471 shares of Common Stock issued to Ducera Partners LLC and its affiliates (“Ducera”) pursuant to the terms of an

engagement letter (the “Ducera Engagement Letter”), (iii) up to 3,000,000 shares of Common Stock that may be issued upon

conversion of convertible debentures (the “Convertible Debentures”) issued and issuable to YA II PN, Ltd., a Cayman Islands

exempted company (“Yorkville”) pursuant to that certain securities purchase agreement (“Securities Purchase Agreement”), dated

March 25, 2025, entered into with Yorkville, (iv) up to 4,100,000 shares of Common Stock that we may issue and sell to Yorkville

from time to time pursuant to the Standby Equity Purchase Agreement (the “SEPA”), dated October 24, 2023, entered into with

Yorkville without exceeding the Exchange Cap (as defined herein), and (v) 300,000 shares of Common Stock that may be issued upon

exercise of warrants (the “2025 WTI Warrants”) to purchase Common Stock held by WTI Fund X, LLC and WTI Fund XI, LLC

(together, the “WTI Holders”). For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.”

This prospectus also relates to the issuance by us of up to an aggregate of 18,386,688 shares of Common Stock issuable upon the

exercise of warrants to purchase shares of our Common Stock, at an exercise price of $11.50 per share, that were converted from

Learn CW Warrants (as defined in this prospectus) in connection with the Business Combination (the “Innventure Warrants”). We will

receive the proceeds from any exercise of any Innventure Warrants for cash, which amount of aggregate proceeds, assuming the

exercise of all Innventure Warrants, would be $214.4 million. To the extent the Innventure Warrants are exercised on a cashless basis,

we will not receive any proceeds in connection with such exercise. We believe the likelihood that warrant holders will exercise their

Innventure Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our

Common Stock. If the Innventure Warrants are “out of the money,” meaning the exercise price is higher than the market price of our

Common Stock, the holders thereof are not likely to exercise such Innventure Warrants.

The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private

transactions at prevailing market prices, prices related to prevailing market prices or at negotiated prices. We will not receive any of

the proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i) up to

$75.0 million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time to

time in our discretion after the date of the registration statement that includes this prospectus and subject to satisfaction of other

conditions in the SEPA, and (ii) de minimis gross proceeds upon exercise of the 2025 WTI Warrants, to the extent such warrants are

exercised for cash. To the extent the 2025 WTI Warrants are exercised on a cashless basis, we will not receive any proceeds in

connection with such exercise. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. The

Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective

sales of our Common Stock.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue,

offer or sell, as applicable, any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus

in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the

shares in the section entitled “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “INV.” On April 14, 2025, the last

reported sales price of our Common Stock was $3.65 per share.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to

comply with certain reduced public company reporting requirements.

Investing in our Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on

page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of

these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal

offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS .........................................................................................................................	i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ...........................	iii
PROSPECTUS SUMMARY ............................................................................................................................	1
RISK FACTORS ..............................................................................................................................................	11
USE OF PROCEEDS .......................................................................................................................................	31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ......................................................................................................................................	32
BUSINESS ........................................................................................................................................................	43
MANAGEMENT ..............................................................................................................................................	59
EXECUTIVE AND DIRECTOR COMPENSATION OF INNVENTURE ....................................................	65
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...............................................	73
DESCRIPTION OF SECURITIES ...................................................................................................................	81
DESCRIPTION OF INNVENTURE WARRANTS ........................................................................................	87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ....................	91
SELLING STOCKHOLDERS .........................................................................................................................	94
SHARES ELIGIBLE FOR FUTURE SALE ....................................................................................................	97
PLAN OF DISTRIBUTION .............................................................................................................................	100
EXPERTS .........................................................................................................................................................	102
LEGAL MATTERS ..........................................................................................................................................	102
WHERE YOU CAN FIND MORE INFORMATION .....................................................................................	102
INDEX TO FINANCIAL STATEMENTS ......................................................................................................	F-1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange

Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we and the

Selling Stockholders may, from time to time, issue, offer and sell, as applicable, any combination of the securities

described in this prospectus in one or more offerings. We may use the shelf registration statement to issue

18,386,688 shares of Common Stock issuable upon the exercise of the Innventure Warrants. The Selling

Stockholders may use the shelf registration statement to sell up to an aggregate of up to 15,965,989 shares of

Common Stock from time to time through any means described in the section entitled “Plan of Distribution.” More

specific terms of any securities that the Selling Stockholders offer and sell may be provided in a prospectus

supplement that describes, among other things, the specific amounts and prices of the shares of Common Stock

being offered and the terms of the offering. We will not receive any proceeds from the sale by the Selling

Stockholders of the securities offered by them described in this prospectus, except with respect to (i) amounts

received by us upon exercise of the Innventure Warrants or the 2025 WTI Warrants to the extent such warrants are

exercised for cash, and (ii) up to $75.0 million in aggregate gross proceeds from sales of shares of Common Stock to

Yorkville pursuant to the SEPA, from time to time in our discretion after the date of the registration statement that

includes this prospectus and subject to satisfaction of other conditions in the SEPA,.

A prospectus supplement may also add, update or change information included in this prospectus. Any

statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus

to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any

statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement

so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information

contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See

“Where You Can Find More Information.”

You should rely only on the information contained in this prospectus. We and the Selling Stockholders have not

authorized anyone to provide any information or to make any representations other than those contained in this

prospectus or any free writing prospectus we have prepared. We and the Selling Stockholders take no responsibility

for, and can provide no assurance as to the reliability of, any other information that others may give you. This

prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions

where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to

represent anything not contained in this prospectus or any related free writing prospectus. This prospectus is not an

offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is

not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on

the front cover, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial

condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein,

but reference is made to the actual documents for complete information. All of the summaries are qualified in their

entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or

will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you

may obtain copies of those documents as described below under “Where You Can Find More Information.”

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this

statistical, market and other industry data and forecasts from publicly available information. While we believe that

the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified

the data.

On October 2, 2024 (the “Closing Date”), Learn CW Investment Corporation, a Cayman Islands exempted

company (both prior to and after the Closing Date, “Learn CW”) and Innventure LLC, a Delaware limited liability

company (“Innventure LLC”), consummated the previously announced business combination (“Business

Combination”) with Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of

Learn CW (“Holdco”), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of

Holdco (“LCW Merger Sub”), and Innventure Merger Sub, LLC, a Delaware limited liability company and direct,

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are all statements other than

those of historical fact, including statements about the Company’s business model, the financial condition, results of

operations, earnings outlook and its Operating Companies’ (as defined below) prospects. 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 generally relate to future

events or the Company’s future financial or operating performance and may refer to projections and forecasts.

Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,”

“anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”

“will,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions

of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the Company’s management and are

inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the

date of this prospectus. There can be no assurance that future developments will be those that have been 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. The risks and uncertainties include, but are not limited

to, those factors discussed and identified in other public filings made with the SEC by the Company and the

following:

•expectations regarding Innventure’s and the Innventure Companies’ (as defined below) strategies and

achieve future financial performance, including their respective future business plans, expansion and

acquisition plans or objectives, prospective performance and opportunities and competitors, revenues,

products and services, pricing, operating expenses, 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 and the Innventure Companies’

business models and growth strategies;

•Innventure’s future capital requirements and sources and uses of cash;

•Innventure’s ability to meet the various conditions, including the available cash and performance targets

and issuance of warrant instruments to the WTI Lenders (as defined below), and access any additional

installments draws, if available, under the WTI Facility (as defined below);

•Innventure’s ability to meet the various conditions and satisfy the various limitations under the SEPA (as

defined herein) with Yorkville, including exchange caps, issuances and subscriptions based on trading

volumes, to continue to access the funds available under the SEPA or the Securities Purchase Agreement

(as defined below) and related Convertible Debentures (as defined below) due to certain conditions,

restrictions and limitations set forth therein;

•certain restrictions and limitations set forth in Innventure’s debt instruments, which may impair

Innventure’s financial and operating flexibility;

•Innventure’s and the Innventure Companies’ ability to generate liquidity and maintain sufficient capital to

operate as anticipated;

•Innventure’s ability to obtain funding for its operations and future growth and to continue as a going

concern;

•the risk that the technology solutions that Innventure and the Innventure Companies license or acquire from

third parties or develop internally may not function as anticipated or provide the benefits anticipated;

•developments and projections relating to Innventure’s and the Innventure Companies’ competitors and

industry;

•the ability of Innventure and the Innventure Companies to scale the operations of their respective

businesses;

•the ability of Innventure and the Innventure Companies to establish substantial commercial sales of their

products;

•the ability of Innventure and the Innventure Companies to compete against companies with greater capital

and other resources or superior technology or products;

•Innventure and the Innventure Companies’ ability to meet, and to continue to meet, applicable regulatory

requirements for the use of their products and the numerous regulatory requirements generally applicable to

their respective businesses;

•the outcome of any legal proceedings against Innventure or the Innventure Companies;

•Innventure’s ability to find future opportunities to license or acquire breakthrough technology solutions

from MNCs (as defined below) or other third parties (collectively, “Technology Solutions Providers”) and

to satisfy the requirements imposed by or to avoid disagreements with its current and future Technology

Solutions Providers;

•the risk that the launch of new companies distracts Innventure’s management from its subsidiaries and their

respective operations;

•the risk that Innventure may be deemed an investment company under the Investment Company Act of

1940 (the “Investment Company Act”), which would impose burdensome compliance requirements and

restrictions on its activities;

•Innventure’s ability to sufficiently protect the intellectual property (“IP”) rights of itself and its Operating

Companies, and to avoid or resolve in a timely and cost-effective manner any disputes that may arise

relating to its use of the IP of third parties;

•the risk of a cyber-attack or a failure of Innventure’s information technology and data security

infrastructure;

•the ability to recognize the anticipated benefits of the Business Combination;

•geopolitical risk and changes in applicable laws or regulations, including with respect to foreign trade

policy and tariffs;

•potential adverse effects of other economic, business, and/or competitive factors;

•operational risks related to Innventure and its Operating Companies, which have limited or no operating

history; and

•the limited liquidity and trading of Innventure’s securities.

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 forward-

looking statements in this prospectus are made as of the date hereof, based on information available to the Company

as of the date hereof, and the Company assumes no obligation to update any forward-looking statement, whether as a

result of new information, future events or otherwise, except as may be required under applicable law.

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and does not contain all of the information

that you should consider before investing in shares of Common Stock and it is qualified in its entirety by, and should

be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you

decide to invest in Common Stock, you should read the entire prospectus carefully, including the section entitled

“Risk Factors” beginning on page 11 and the financial statements and related notes included in this prospectus.

The Company

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology

solutions that we acquire or license from technology innovators. These technology innovators are typically

multinational corporations (“MNCs”) but need not be MNCs. In connection with the founding of a new company,

we look to establish a collaborative relationship with at least one MNC that (1) has expressed a need for, and an

interest in using or distributing, the specific technology that we intend to commercialize and (2) that we expect will

become a channel partner capable of providing a path to market adoption, distribution and/or revenue for the new

company. This collaborating MNC, which we refer to as a channel partner, may be the entity from which we source

the technology or it may be an unrelated entity. As owner-operators, our goal is to take what we believe to be

breakthrough technologies from evaluation to scaled commercialization utilizing an approach designed to help

mitigate risk as it builds disruptive companies that it believes have the potential to achieve a target enterprise value

of at least $1 billion. Innventure defines “disruptive” as innovations that have the ability to significantly change the

way businesses, industries, markets and/or consumers operate.

Innventure has launched four such companies since its inception: PureCycle Technologies, Inc. (“PureCycle” or

“PCT”) in late 2015 (NASDAQ: PCT, technology initially sourced from The Procter & Gamble Company

(“P&G”)), AeroFlexx, LLC (“AeroFlexx” or “AFX”) in 2018 (technology sourced from P&G), Accelsius Holdings

LLC (“Accelsius” or “ACC”) in 2022 (technology initially sourced from Nokia Corporation (“Nokia”)), and

Refinity Olefins, LLC (“Refinity”) in 2024 (technology initially sourced from the VTT Technical Research Centre

of Finland (“VTT”); collaboration agreement with The Dow Chemical Company (“Dow”) signed). PureCycle

became a publicly traded company in 2021 and, as of the date of this prospectus, Innventure no longer has an

economic interest in PureCycle. We refer to AeroFlexx, Accelsius and Refinity as “Innventure Companies” and to

the Innventure Companies along with those subsidiary companies that Innventure may found, fund, and operate

going forward as the “Operating Companies.”

Background

On October 24, 2023, Learn CW and Innventure LLC, a Delaware limited liability company (“Innventure

LLC”), entered into a business combination agreement (the “Business Combination Agreement”) with Holdco,

LCW Merger Sub, Inc., a direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub”). On September 30,

2024, the stockholders of Learn CW approved the Business Combination, and the Business Combination closed on

the Closing Date. Pursuant to the Business Combination Agreement, among other things, (i) LCW Merger Sub

merged with and into Learn CW (the “LCW Merger”), with Learn CW as the surviving company of the LCW

Merger and (ii) Innventure Merger Sub merged with and into Innventure (the “Innventure Merger” and together with

the LCW Merger, the “Mergers”), with Innventure LLC as the surviving entity of the Innventure Merger. Following

the Mergers, each of Learn CW and Innventure LLC became a subsidiary of Holdco, and Holdco became a publicly

traded company. Holdco changed its name to Innventure, Inc. in connection with the Business Combination.

Our Common Stock is listed on NASDAQ under the symbol “INV”.

Standby Equity Purchase Agreement

Concurrently with the parties entering into the Business Combination Agreement, the Company entered into the

SEPA with Yorkville. Pursuant to the SEPA and subject to certain conditions and limitations, the Company has the

option, but not the obligation, to sell to Yorkville, and Yorkville must subscribe for, an aggregate amount of up to

$75.0 million of Common Stock, at the Company’s request any time during the commitment period commencing on

the Closing Date and continuing for a term of three years.

The Company agreed, and paid, to YA Global II SPV, LLC, a subsidiary of Yorkville (i) a structuring fee in the

amount of $25,000 and (ii) commitment fee in an amount equal to $375,000 (the “Commitment Fee”).

Each advance the Company issues in writing to Yorkville under the SEPA (each, an “Advance,” and notice of

such request, an “Advance Notice”) may be in an amount of Common Stock up to the greater of (i) $10.0 million or

(ii) the aggregate daily trading volume of Common Stock for the five trading days prior to the Company requesting

an Advance. The purchase price for the shares of Common Stock set forth in the Advance is determined by

multiplying the market price of Common Stock by either (a) 95% of the daily volume weighted average price

(“VWAP”) during the applicable one-day pricing period or (b) 97% of the lowest daily VWAP during the applicable

three consecutive trading day pricing period. The applicable pricing period depends on the type of Advance Notice

selected by the Company under the SEPA. As discussed below, the Company may establish a minimum acceptable

price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville.

Any purchase under an Advance would be subject to certain limitations and conditions, depending on selections

set forth in the applicable Advance, including the following:

•Exchange Cap: Yorkville shall not purchase or acquire any shares of Common Stock pursuant to the SEPA

that would result in it and its affiliates (on an aggregated basis) beneficially owning more than 9.99% of the

then outstanding voting power or number of shares of Common Stock or any shares of Common Stock that,

aggregated with shares issued under all other earlier Advances, would exceed 19.99% of all shares of

Common Stock outstanding on the Closing Date (which number shall be reduced, on a share-for-share

basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of

transactions that may be aggregated with the transactions contemplated by the SEPA under applicable

NASDAQ rules) (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares

of Common Stock in excess of the Exchange Cap in accordance with applicable NASDAQ rules or certain

other requirements are met;

•Registration Limitation: In no event shall an Advance exceed the amount of shares of Common Stock

registered under an effective registration statement that provides for the resale from time to time of the

shares of Common Stock sold pursuant the SEPA;

•Volume Limitation: In certain instances, if the total number of Common Stock traded on NASDAQ during

the applicable period is less than a specified threshold, then the number of shares issued and sold by the

Company under the Advance will be limited to the greater of (a) 35% of the trading volume during the

applicable period or (b) the number of shares of Common Stock sold by Yorkville during the applicable

period (in each case not to exceed the amount specified in the Advance and the other limitations under the

SEPA); and

•Minimum Acceptable Price: If the Company notifies Yorkville of a minimum acceptable price (“MAP” as

defined in the SEPA), then, if during the applicable period the VWAP of the Common Stock is below the

specified MAP or there is no VWAP, the amount of Common Stock set forth in the Advance will be

reduced by one third (1/3rd); provided, however, that this lower amount may be increased if certain

conditions are met.

The SEPA will automatically terminate on the earliest to occur of (i) November 1, 2027 or (ii) the date on which

Yorkville shall have made payment of Advances equal to $75.0 million. On December 24, 2024, the Company

issued Yorkville 60,000 shares of Common Stock at an effective price of $12.83 per share; on December 30, 2024,

the Company issued Yorkville 75,000 shares of Common Stock at an effective price of $12.86 per share; on January

8, 2025, the Company issued Yorkville 50,000 shares of Common Stock at an effective price of $12.85 per share; on

January 23, 2025, the Company issued Yorkville 4,617 shares of Common Stock at an effective price of $12.37 per

share; and on January 31, 2025, the Company issued Yorkville 19,376 shares of Common Stock at an effective price

of $11.93 per share, each pursuant to the terms of the SEPA. The Company has the right to terminate the SEPA at

no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding

Advance Notices for which shares of Common Stock must be issued and the Company has paid all amounts owed to

Yorkville pursuant to the SEPA.

In addition, for so long as any amounts remain outstanding under the Convertible Debentures (as defined

below), if the Company submits an Advance Notice then, unless otherwise agreed by Yorkville, (1) the Company

may only request an Option 2 Pricing Period (as defined in the SEPA) in such Advance Notice, and (2) all of the

proceeds from such Advance Notice shall be used as an Advance Payment (as defined in the Convertible

Debentures), provided that, if certain conditions have been satisfied under the Convertible Debentures, with respect

to any Advance Notice, then the proceeds of such Advance Notice shall be paid to the Company.

Innventure Warrants

In connection with the Business Combination, Innventure assumed that certain Warrant Agreement (the

“Warrant Agreement”), dated as of October 12, 2021, by and between Learn CW and Equiniti Trust Company, LLC

(f/k/a American Stock Transfer & Trust Company, LLC), and each of the outstanding public warrants and

outstanding private placement warrants (collectively, the “Learn CW Warrants”) to acquire one Class A ordinary

share, par value $0.0001 per share, of Learn CW (a “Learn CW Ordinary Share”) were, pursuant to their terms,

converted into warrants to acquire, subject to substantially the same terms and conditions as were applicable under

the applicable Learn CW Warrant, the number of shares of Innventure’s Common Stock equal to the number of

Learn CW Ordinary Shares for which such Learn CW Warrants shall have been exercisable.

Each whole Innventure Warrant entitles the registered holder to purchase one share of Common Stock at a price

of $11.50 per share, subject to adjustment as discussed below, except as discussed in the immediately following

paragraph. Pursuant to the Warrant Agreement, an Innventure Warrant holder may exercise its Innventure Warrants

only for a whole number of shares of Common Stock. This means only a whole Innventure Warrant may be

exercised at a given time by an Innventure Warrant holder. The Innventure Warrants will expire five years after the

completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or

liquidation.

We will not be obligated to deliver any Common Stock pursuant to the exercise of an Innventure Warrant and

will have no obligation to settle such Innventure Warrant exercise unless a registration statement under the

Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock underlying

the Innventure Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our

obligations with respect to registration, or a valid exemption from registration is available. In the event that such

conditions are not satisfied with respect to an Innventure Warrant, the holder of such Innventure Warrant will not be

entitled to exercise such Innventure Warrant and such Innventure Warrant may have no value and expire worthless.

In no event will we be required to net cash settle any Innventure Warrant.

No fractional shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a

fractional interest in a share, we will round down to the nearest whole number of the number of shares to be issued

to the holder.

The Innventure Warrant holders do not have the rights or privileges of holders of shares of Common Stock or

any voting rights until they exercise their Innventure Warrants and receive shares of Common Stock. After the

issuance of shares of Common Stock upon exercise of the Innventure Warrants, each holder will be entitled to one

vote for each share held of record on all matters to be voted on by Innventure stockholders.

Ducera Issuance

On January 31, 2024, Ducera and Innventure LLC entered into an engagement letter pursuant to which Ducera

provided financial advisory and investment banking services to Innventure LLC. On December 23, 2024, the

Company, Innventure LLC, and Ducera entered into an amendment to the engagement letter (the “Ducera

Engagement Letter”). Pursuant to the Ducera Engagement Letter, the Company was obliged to pay Ducera shares of

Common Stock in partial consideration of Ducera’s services as set forth therein. On February 3, 2025, the Company

issued to Ducera 85,471 shares of Common Stock pursuant to the terms of the Ducera Engagement Letter.

Grail Issuance

On October 18, 2024, the Company and Grail Partners LLC entered into a letter agreement (the “Grail Letter

Agreement”) pursuant to which Grail Partners LLC, the Company, and Innventure LLC agreed to amend the Letter

Agreement, dated October 19, 2023, by and between Innventure LLC and Grail Partners LLC. Pursuant to the Grail

Letter Agreement, the Company was obliged to pay an additional success fee for certain financial advisory and

merchant banking services provided by issuing $3,000,000 of Series C Preferred Stock to Grail. On March 24,

2025, the Company issued to Grail an aggregate of 300,000 shares of Series C Preferred Stock in settlement of

amounts owed pursuant to the terms of the Grail Letter Agreement.

Series C Preferred Stock Financing

On March 24, 2025 (the “Series C Closing Date”), the Company entered into preferred stock purchase

agreements (each, a “Series C Purchase Agreement” and, collectively, the “Series C Purchase Agreements”) with

certain purchasers (the “Series C Purchasers”), pursuant to which the Company issued and sold to the Series C

Purchasers an aggregate of up to 275,000 shares of the Company’s Series C preferred stock, par value $0.0001 per

share (the “Series C Preferred Stock”), in a private placement, at a price of $10.00 per share of Series C Preferred

Stock, resulting in an aggregate purchase price of approximately $2,750,000 before deducting fees and other

estimated offering expenses (such offering, the “Series C Preferred Stock Financing”). The Series C Preferred Stock

Financing closed on the Series C Closing Date.

The Series C Purchase Agreements contain customary representations, warranties, and covenants by the parties,

including certain indemnification obligations of the Series C Purchasers. The representations, warranties, and

covenants contained in the Series C Purchase Agreements were made only for purposes of such agreements and as

of specific dates, were solely for the benefit of the Series C Purchasers and are subject to limitations agreed upon by

contracting parties. As part of the Series C Purchase Agreements, the Company is required to prepare and file a

registration statement with the Commission under the Securities Act, covering the resale of the shares of Common

Stock issuable upon conversion of Series C Preferred Stock within 120 days from the original issuance date, which

obligation is to be satisfied hereby.

On the Series C Closing Date, the Company also filed a Certificate of Designations (the “Series C Preferred

Stock Certificate of Designations”) with the Secretary of State of the State of Delaware setting forth the terms,

rights, obligations and preferences of the Series C Preferred Stock, which became effective upon filing. Pursuant to

the Series C Preferred Certificate of Designation, the shares of Series C Preferred Stock have a maturity date five

years after the Series C Closing Date and carry an annual 8.0% cumulative dividend, which will be paid prior to and

in preference over any Junior Stock or Parity Stock (each as defined below). On the last day of the last quarter in

each fiscal year of the Company, such dividends will be made as a payment in kind.. “Junior Stock” means (i) the

Common Stock, (ii) any other preferred stock, other than the Company’s Series B preferred stock, par value $0.0001

per share (“Series B Preferred Stock”), and (ii) any other equity interest of the Company, in each case which by its

terms ranks junior to the Series C Preferred Stock with respect to payment of dividends and/or distribution of assets.

“Parity Stock” means the Company’s Series B Preferred Stock and any equity interest of the Company hereinafter

created which by its terms ranks pari passu with the Series C Preferred Stock.

With respect to (i) payment of dividends, (ii) distribution of assets and (iii) all other liquidation, winding up,

dissolution, dividend and redemption rights, the Series C Preferred Stock shall rank pari passu in priority of payment

to all Parity Stock and senior in priority of payment to all Junior Stock in any liquidation, dissolution, winding up or

distribution of the Company, and junior to any existing or future secured or unsecured indebtedness and other

liabilities (including trade payables) of the Company. Per each whole share of Series C Preferred Stock, the holders

of Series C Preferred Stock will be entitled to cast the number of votes equal to (i) the original issue price, which is

$10.00 (the “Original Issue Price”), divided by (ii) the Minimum Price (as defined in NASDAQ Listing Rule

5635(d)) of Common Stock as of the Initial Issue Date (as determined by reference to the NASDAQ Official Closing

Price) and will vote with the holders of the Common Stock as a single class and on an as-converted basis, except as

provided by law or applicable NASDAQ listing rules.

Shares of Series C Preferred Stock are subject to (i) a mandatory conversion on the date that is five years after

original issuance (the “Series C Maturity Date”) and (ii) an optional conversion, at the election of the holder, at any

time prior to the Series C Maturity Date upon the effectiveness of a registration statement by the Company

registering the underlying shares of Common Stock issuable upon conversion (including this registration statement).

The number of shares of Common Stock that each holder of Series C Preferred Stock will receive upon conversion

of all of such holder’s shares of Series C Preferred Stock will be the number of shares equal to the Series C

Conversion Rate (as defined below) multiplied by the number of shares of Series C Preferred Stock held by such

holder (subject to a threshold amount). No fractional shares shall be issued upon the exercise of any conversion

right. Any fractional shares that a holder would otherwise be entitled to will be rounded up to the next whole share.

The “Series C Conversion Rate” means a fraction whose numerator is the Original Issue Price and whose

denominator is the lesser of (i) the Reset Conversion Price or (ii) $12.50. The “Reset Conversion Price” means the

greater of (a) $5.00 and (b) the 10-trading day volume-weighted average closing price of the Common Stock.

Yorkville Convertible Debentures

On March 25, 2025, the Company entered into the Securities Purchase Agreement with Yorkville, in connection

with the issuance and sale by the Company of Convertible Debentures issuable in an aggregate principal amount of

up to $30,000,000, which Convertible Debentures will be convertible into shares of the Company’s Common Stock

(as converted, the “Conversion Shares”). Pursuant to the Securities Purchase Agreement, Yorkville purchased, and

the Company issued, $20,000,000 in aggregate principal amount of Convertible Debentures (the “First Convertible

Debenture”) on April 14, 2025 (the “First Closing”). Yorkville will purchase and the Company will issue an

additional $10,000,000 in aggregate principal amount of Convertible Debentures (the “Second Convertible

Debenture”) after both (i) a registration statement is filed with the SEC registering the resale of the Conversion

Shares and is declared effective by the SEC and (ii) the Company has received stockholder approval either through

affirmative votes in the Company’s annual meeting or irrevocable proxies to do the same by a majority of the voting

power of the Company of the issuance of Conversion Shares and shares issuable pursuant to the SEPA in excess of

the Exchange Cap.

The Convertible Debentures will not bear interest unless an event of default occurs and remains uncured, upon

which the Convertible Debentures will bear interest at an annual rate of 18.0%. The Convertible Debentures will

mature on July 14, 2026 (the “Maturity Date”). The First Convertible Debenture resulted in gross proceeds to the

Company of approximately $18,000,000, representing an original issue discount of 10%. Upon issuance and sale,

the Second Convertible Debenture is expect to result in gross proceeds to the Company of approximately

$9,000,000, representing an original issue discount of 10%. The Company will be required to make monthly cash

payments of principal in amounts between $1,000,000 and $3,000,000 (as per the schedule set forth in the First

Convertible Debenture and to be set in a schedule set forth in the Second Convertible Debenture) plus a payment

premium of 5% and all accrued and unpaid interest as of the date of such installment. Such payments will commence

30 days following the date of issuance of the applicable Convertible Debenture and will continue on a monthly basis

thereafter until the applicable Convertible Debenture is repaid in full.

The Convertible Debentures are and will be convertible at the option of the holder into Common Stock equal to

the applicable Conversion Amount (as defined below) divided by the Conversion Price (as defined below). The

conversion price for the Convertible Debentures will initially be $10.00, and will be adjusted on the six-month

anniversary of the first business day after certain closing conditions are satisfied (the “First Closing Date”) (the

“First Reset Date”) and the nine-month anniversary of the First Closing Date (the “Second Reset Date” and

collectively with the First Reset Date, a “Reset Date”)) to equal the lower of the then applicable conversion price or

the average volume weighted average price of the Common Stock for the 10 trading days immediately prior to the

applicable Reset Date. Any portion of the Convertible Debentures may be converted at any time and from time to

time, subject to the SPA Exchange Cap (as defined below). The Conversion Amount with respect to any requested

conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the

applicable Convertible Debenture as of such conversion, with fractional shares rounded up (the “Conversion

Amount”). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the

holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock

outstanding immediately after giving effect to such conversion, subject to certain adjustments.

The Company shall not issue any Common Stock upon conversion of the Convertible Debentures held by

Yorkville if the issuance of such Common Stock underlying the Convertible Debentures would exceed the aggregate

number of Common Stock that the Company may issue upon conversion of the Convertible Debentures in

compliance with the Company’s obligations under the rules or regulations of NASDAQ (the “SPA Exchange Cap”).

The SPA Exchange Cap will not apply under certain circumstances, including if the Company obtains the approval

of its stockholders as required by the applicable rules of the NASDAQ for issuances of Common Stock in excess of

such amount or if the Company obtains a written opinion from outside counsel to the Company that such

stockholder approval is not required.

The Convertible Debentures provide the Company, subject to certain conditions, with an optional redemption

right pursuant to which the Company, upon 10 trading days’ prior written notice to Yorkville (the “Redemption

Notice”), may redeem in cash, in whole or in part, all amounts outstanding under the Convertible Debentures prior

to the Maturity Date. The redemption amount shall be equal to the outstanding principal balance being redeemed by

the Company, plus the redemption premium of 5% of the principal amount being redeemed if completed on or

before the twelve-month anniversary of the issuance date, or 10% of the principal amount being redeemed if

completed after the twelve-month anniversary of the issuance date, plus all accrued and unpaid interest as of the date

of such redemption.

2025 WTI Warrants

On April 14, 2025, the Company issued two warrants to purchase up to an aggregate total of 300,000 shares of

Common Stock (the “2025 WTI Warrants”) to WTI Fund X, LLC and WTI Fund XI, LLC (the “WTI Holders”),

respectively, as consideration for WTI Fund X, Inc., WTI Fund XI, Inc., WTI Fund X, LLC and WTI Fund XI, LLC

(collectively, the “WTI Entities”) entering into a consent with the Company and Innventure LLC, dated March 21,

2025, pursuant to which, among other things, the WTI Entities consented to (i) the Company entering into the

Securities Purchase Agreement and the transactions contemplated thereby and (ii) the Company’s issuance of Series

C Preferred Stock and the payoffs of certain related party loans (as described herein). Please see the section titled

“Shares Eligible for Future Sale” elsewhere in this prospectus for more information.

Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the

JOBS Act (as defined below). As such, we may take advantage of exemptions from various reporting requirements

that are applicable to other public companies that are not “emerging growth companies,” including exemption from

compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding

executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earlier of (1) December 21, 2026, (2) the last day of the

fiscal year (a) in which we have total annual gross revenue of at least $1.235 billion or (b) in which we are deemed

to be a large accelerated filer, which means the market value of shares of our Common Stock that are held by non-

affiliates exceeds $700.0 million as of the prior June 30, and (3) the date on which we have issued more than $1.0

billion in non-convertible debt during the prior three-year period.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled

“Risk Factors,” that represent challenges that we face in connection with the successful implementation of our

strategy and growth of our business.

Corporate Information

The mailing address of our principal executive office is 6900 Tavistock Lakes Blvd, Suite 400, Orlando, Florida

32827, and our telephone number is (321) 209-6787.

THE OFFERING


Issuer ........................................................................	Innventure, Inc.

Shares of Common Stock to be issued upon exercise of the Innventure Warrants ........................	18,386,688
Shares of Common Stock that may be offered and sold from time to time by the Selling Stockholders named herein or their permitted transferees ...........................................................	Up to 15,965,989 shares of Common Stock, which includes (i) up to 8,480,518 shares of Common Stock that may be issued upon conversion of Series C Preferred Stock, (ii) 85,471 shares of Common Stock issued to Ducera, (iii) up to 3,000,000 shares of Common Stock that may be issued upon the conversion of Convertible Debentures issued to Yorkville pursuant to the Securities Purchase Agreement, (iv) up to 4,100,000 shares of Common Stock that we may issue and sell to Yorkville from time to time pursuant to the SEPA (without exceeding the Exchange Cap) and (v) 300,000 shares of Common Stock that may be issued upon exercise of the 2025 WTI Warrants.

Shares of Common Stock outstanding .....................	47,106,300 (as of April 11, 2025)

Use of proceeds ........................................................	We will not receive any of the proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i) up to $75.0 million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time to time in our discretion after the date of the registration statement that includes this prospectus and subject to satisfaction of other conditions in the SEPA, and (ii) de minimis gross proceeds upon exercise of the 2025 WTI Warrants, to the extent such warrants are exercised for cash. Additionally, we could receive up to an aggregate of approximately $214.4 million in proceeds from the exercise of the Innventure Warrants, assuming the exercise in full of all of the Innventure Warrants for cash. We believe the likelihood that warrant holders will exercise their Innventure Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. As of the date of this prospectus, all of the Innventure Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock. Holders of such “out of the money” Innventure Warrants are not likely to exercise such Innventure Warrants. We will not receive any proceeds from the exercise of 2025 WTI Warrants or Innventure Warrants on a cashless basis. We will bear all costs, expenses and fees in connection with the registration of our Common Stock hereunder. The Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective sales of our Common Stock. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the issuance of shares to Yorkville pursuant to the SEPA, the exercise of the 2025 WTI Warrants and the exercise of the Innventure Warrants for general corporate purposes, which may include acquisitions or other strategic investments or repayment of outstanding indebtedness.

Exercise price of 2025 WTI Warrants .....................	$0.01 per share of Common Stock

SUMMARY OF RISK FACTORS

Our business is subject to a number of risks and uncertainties, including those highlighted in the section entitled

“Risk Factors” immediately following this summary. Some of these principal risks include the following:

•Innventure may not be able to obtain additional financing to fund the operations and growth of the business.

•There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business

effectively, which raises substantial doubt about its ability to continue as a going concern.

•Innventure’s principal revenues are expected to be earned in the future through its Operating Companies,

including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies

(as defined below) for cash.

•Innventure may not be successful in finding future opportunities to license or acquire breakthrough

technology solutions from Technology Solutions Providers.

•The Innventure Companies are currently early commercial stage companies that may never achieve or

sustain profitability.

•If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by technology

providers or have disagreements with those technology providers, their relationships with these partners

could deteriorate, which could have a material adverse effect on the business of Innventure and the

Innventure Companies.

•The WTI Facility may impair Innventure LLC’s, Innventure’s and the Operating Companies’ financial and

operating flexibility.

•It is not possible to predict the extent to which Innventure will, intends to, or may rely on Yorkville and the

SEPA and the Convertible Debentures as a source of funding.

•It is not possible to predict the actual number of shares Innventure will sell under the SEPA or under the

Convertible Debentures to Yorkville, or the actual gross proceeds resulting from those sales.

•Innventure’s pursuit of new business strategies and acquisitions could disrupt its ongoing business, present

risks not originally contemplated and materially adversely affect its business, reputation, results of

operations and financial condition.

•The market price of our Common Stock is likely to be highly volatile, and you may lose some or all of your

investment.

•Volatility in Innventure’s share price could subject Innventure to securities class action litigation.

•Future sales of shares of our Common Stock or other equity may depress its stock price.

•Provisions in our Amended and Restated Certificate of Incorporation (the “A&R Certificate of

Incorporation”) and under Delaware law could discourage a takeover that stockholders may consider

favorable and may lead to entrenchment of management.

•Innventure is an emerging growth company and smaller reporting company, and Innventure cannot be

certain if the reduced reporting requirements applicable to emerging growth companies and smaller

reporting companies will make its shares less attractive to investors.

•Future offerings of debt or offerings or issuances of equity securities by the Innventure may adversely

affect the market price of the Common Stock or otherwise dilute all other stockholders.

•If Innventure’s estimates or judgments relating to its critical accounting estimates prove to be incorrect or

financial reporting standards or interpretations change, Innventure’s results of operations could be

adversely affected.

•The Company has identified material weaknesses in its internal controls over financial reporting that could,

if not remediated, result in material misstatements in its financial statements and which may have an impact

on Innventure’s ability to timely or accurately report its financial condition or results of operations

following the consummation of the Business Combination.

•If Innventure is deemed to be an investment company under the Investment Company Act, it may be

required to institute burdensome compliance requirements and its activities may be restricted, which may

make it difficult to operate or to execute its growth plans.

•AFX, Accelsius and Refinity are early-stage companies, and their limited operating histories makes it

difficult to evaluate their future prospects and the risks and challenges they may encounter.

•Accelsius’ cooling products may be subject to increased regulatory scrutiny due to their use of working

fluid refrigerants that contain fluorine.

•The market, including customers and potential investors, may be skeptical of the viability and benefits of

Accelsius’ cooling products and Refinity’s plastic waste recycling process because they are based on

relatively novel and complex technology.

•The failure of AFX’s suppliers to continue to deliver necessary raw materials or other components of its

products in a timely manner and to specification could prevent it from delivering products within required

time frames and could cause production delays, cancellations, penalty payments and damage to its brand

and reputation.

•AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food

grade applications, and, even if the requirements are met, complying on an ongoing basis with the

numerous regulatory requirements applicable to AFX’s products and AFX’s facilities will be time-

consuming and costly.

•Innventure may be unable to sufficiently protect the IP rights of itself and the Innventure Companies and

may encounter disputes from time to time relating to its use of the IP of third parties.

•Innventure, the Innventure Companies, and Innventure’s MNC partners may be negatively impacted by

volatility in the political and economic environment, such geopolitical unrest, economic downturns and

increases in interest rates, and a period of sustained inflation, which could have an adverse impact on

Innventure’s and the Innventure Companies’ business, financial condition, results of operations and

prospects.

•Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, may

adversely impact our business and operating results.

•Cyber-attacks or a failure in Innventure’s information technology and data security infrastructure could

adversely affect Innventure’s business and operations.

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in

this prospectus, before you decide whether to invest in our Common Stock. The market price of our Common Stock

could decline due to any of these risks, in which case you could lose all or part of your investment. In assessing

these risks, you should also refer to the other information included in this prospectus, including the consolidated

financial statements of Innventure and the accompanying notes. Innventure’s business, financial condition or results

of operations could be affected materially and adversely by any of the risks discussed below.

Risks Related to Innventure’s Business

Innventure may not be able to obtain additional financing to fund the operations and growth of the business.

Innventure and the Innventure Companies expect to require additional financing to fund their operations or

growth. The failure to secure additional financing could have a material adverse effect on the continued development

or growth of Innventure and the Innventure Companies. Such financings may result in dilution to stockholders,

issuance of securities with priority as to liquidation and dividend and other rights more favorable than Common

Stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect their

business. In addition, Innventure may seek additional capital due to favorable market conditions or strategic

considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no

assurance that financing will be available to Innventure on favorable terms, or at all. The inability to obtain

financing when needed may make it more difficult for Innventure and the Innventure Companies to operate their

businesses or implement their growth plans.

There is uncertainty regarding Innventure’s ability to maintain liquidity sufficient to operate its business

effectively, which raises substantial doubt about its ability to continue as a going concern.

Innventure LLC’s historical financial statements have each been prepared under the assumption that the

Company will continue as a going concern. The independent registered public accounting firm for Innventure LLC

issued a report on the audited financial statements for the years ended December 31, 2024 and December 31, 2023

for Innventure LLC that includes an explanatory paragraph expressing substantial doubt in Innventure LLC’s ability

to continue as a going concern for one year from the date of such report. The ability of Innventure to continue as a

going concern is dependent on the Company’s ability to obtain additional equity or debt financing or to generate

cash flow from operations. Its financial statements do not include any adjustments that might result from the

outcome of this uncertainty. The substantial doubt regarding the potential ability of Innventure to continue as a

going concern may adversely affect its ability to obtain such debt or equity financing on reasonable terms or at all,

or to secure new customers or relationships, including relationships with Technology Solutions Providers.

Additionally, if Innventure is unable to continue as a going concern, investors, including holders of Common Stock,

may lose some or all of their investment.

Innventure’s principal revenues are expected to be earned in the future through its Operating Companies,

including through AeroFlexx, Accelsius and Refinity, and Innventure depends on its Operating Companies for

cash.

Innventure’s principal operation is to partner with Technology Solutions Providers to acquire new IP through

newly-created entities where Innventure supports the initial funding and management of the company. Innventure

also conducts operations through its subsidiaries, including the investment management services provided to the

ESG Fund (as defined below). Innventure’s ability to generate cash to meet its obligations or to pay dividends will

be highly dependent on the earnings of, and receipt of funds from, these investment management services and its

equity ownership interests in the Innventure Companies. The ability of the Innventure Companies to generate

sufficient revenue from future operations to allow Innventure and them to make scheduled payments on their

obligations will depend on their future financial performance, which will be affected by a range of economic,

competitive and business factors, many of which will be outside of Innventure’s control. Innventure cannot assure

you that the cash flow and future earnings of the Innventure Companies will be adequate for the Innventure

Companies to service any corporate obligations or operating needs. If the Innventure Companies do not generate

sufficient cash flow from future operations to satisfy corporate obligations and operating needs, Innventure may

have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay

capital investments, or seek to raise additional capital. Innventure cannot assure you that any such alternative

refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of

proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that

additional financing would be permitted under the terms of Innventure’s various debt instruments then in effect.

Innventure’s inability to generate sufficient cash flow from the Innventure Companies to satisfy its obligations, or to

refinance its obligations on commercially reasonable terms, would have an adverse effect on its business, financial

condition and results of operations. Furthermore, Innventure and the Innventure Companies may incur substantial

additional indebtedness in the future that may severely restrict or prohibit the Innventure Companies and other

Operating Companies from making distributions, paying dividends or making loans to Innventure.

Innventure’s business model is to launch Operating Companies, which are not guaranteed to succeed and could

be very costly.

There can be no assurance that the Operating Companies that Innventure has launched and may launch in the

future will succeed, and the Operating Companies’ future financial performance is uncertain. The Operating

Companies could be very costly for Innventure and could distract Innventure’s management from its other

operations.

Innventure may not be successful in finding future opportunities to license or acquire breakthrough technology

solutions from Technology Solutions Providers.

Innventure relies on its ability to identify and acquire breakthrough technology solutions from Technology

Solutions Providers to create and operate new entities that generate future revenues. If Innventure is unable to reach

agreements with Technology Solutions Providers on acceptable terms for license or acquisition of IP related to

certain technology solutions, Innventure may have to curtail the founding and operating of Operating Companies. If

Innventure fails to identify and acquire further technology solutions to form the basis of new Operating Companies

and does not have sufficient funds or expertise to undertake the necessary development and commercialization

activities required to make those companies and the acquired technology solutions commercially viable,

Innventure’s business, financial condition, results of operations and prospects may be materially and adversely

affected.

The Innventure Companies are currently early commercial stage companies that may never achieve or sustain

profitability.

Innventure is in the process of commercializing the technology solutions around which the Innventure

Companies are built. The Innventure Companies rely principally on the commercialization of these technology

solutions to generate future revenue growth. These product offerings and partnering revenues are in their very early

stages. The Innventure Companies are early commercial stage companies that evaluate various strategies to achieve

their financial goals and commercialization objectives on an ongoing basis. If demand for products and services

offered by the Innventure Companies does not increase as quickly as planned, Innventure and the Innventure

Companies may be unable to generate material revenue or increase revenue levels as expected.

Innventure and the Innventure Companies are not currently profitable. Even if the Innventure Companies

succeed in increasing adoption of their products and services by target markets, maintaining and creating

relationships with existing and new suppliers and customers, market conditions, particularly related to supply and

customer acquisition costs, including costs associated with tariffs, may result in the Innventure Companies not

generating sufficient revenue to achieve or sustain profitability. Should the Innventure Companies fail to generate

sufficient revenue to meet their operational needs or achieve profitability, Innventure may be required to make

additional investments in them that could adversely impact its own operations and growth plans.

If Innventure or the Innventure Companies are not able to satisfy the requirements imposed by technology

providers or have disagreements with those technology providers, their relationships with these partners could

deteriorate, which could have a material adverse effect on the business of Innventure and the Innventure

Companies.

Under the terms of Innventure and the Innventure Companies’ agreements with P&G, Nokia, and VTT and any

agreements they may enter with future technology providers, they may be required to obtain or provide certain

permits, licenses or other authorizations, provide certain fiscal indemnification to their technology providers and

meet various other terms and conditions. If Innventure and the Innventure Companies fail to comply with the terms

and conditions of the applicable MNC agreement, they may incur liabilities to their technology providers under the

applicable MNC agreement. In that situation, the damages Innventure and the Innventure Companies would be

subject to would be quantified either by the applicable courts or by third-party valuation firms. If one or more of

these MNC agreements is terminated, Innventure’s ability to license other technologies from existing or future

technology providers could be impeded and the underlying value of Innventure’s business could decline

significantly.

The WTI Facility may impair Innventure LLC’s, the Company’s and the Operating Companies’ financial and

operating flexibility.

The WTI Facility provides for a term loan facility in an aggregate principal amount of up to $50 million, of

which (i) the First Tranche was made available after October 22, 2024 and through November 15, 2024; (ii) the

Second Tranche was made available after November 1, 2024 and through November 30, 2024; and (iii) the Third

Tranche was made available after December 31, 2024 and through January 31, 2025 (provided that up to $7.5

million of the Third Tranche will be made available until March 31, 2025).

On November 15, 2024, Innventure made an initial draw under the WTI Facility in the amount of $20 million.

The receipt of any additional funds under the WTI Facility was subject to the satisfaction of certain conditions by

certain deadlines, including, without limitation, with respect to the Third Tranche, satisfaction of certain financial

conditions and the WTI Lenders’ satisfaction with the Company’s forward-looking plan at such time. As of the date

of this prospectus, the funds under each of the Second Tranche and the Third Tranche are no longer available to the

Company.

Furthermore, the Loan Documents impose various representations, warranties, covenants and events of default

on Innventure LLC, the Company and the Operating Companies, including, without limitation, on their ability to

incur indebtedness, grant liens, transfer assets, make investments, make dividends and other distributions and make

certain payments of other indebtedness. Obligations under the Loan Documents are secured by a lien on

substantially all of the assets of Innventure LLC and the Company. These restrictions could limit Innventure LLC’s,

the Company’s and the Operating Companies’ financial and operational flexibility and may require Innventure LLC,

the Company and the Operating Companies to seek consents from the WTI Lenders prior to taking certain actions.

Such consents may not be provided by the WTI Lenders on a timely basis, or at all.

The restrictions imposed by the WTI Facility on Innventure LLC, the Company and the Operating Companies

may make it more difficult for them to operate their businesses or implement their growth plans going forward. Even

if deemed necessary, we may not be able to raise additional indebtedness in the future on terms acceptable to us or at

all because of the restrictions imposed by the WTI Facility. As a result, we would be more vulnerable to general

adverse economic, industry and capital markets conditions in addition to the risks associated with indebtedness

described above.

It is not possible to predict the extent to which the Company will, intends to, or may rely on Yorkville and the

SEPA and the Convertible Debentures as a source of funding.

As of February 28, 2025, Innventure has drawn $2.67 million under the SEPA. Subject to the terms and

conditions of the SEPA, Innventure may, at its discretion, issue and sell to Yorkville up to $75.0 million of shares of

Common Stock under the SEPA from time to time. The purchase price per share for the shares of Common Stock

that Innventure may elect to sell to Yorkville under the SEPA will fluctuate based on the market prices of Common

Stock for each purchase made pursuant to the SEPA, if any. Accordingly, it is not currently possible to predict the

number of shares that will be issued and sold to Yorkville, the actual purchase price per share to be paid by

Yorkville for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.

The extent to which Innventure will rely on Yorkville as a source of funding will depend on a number of

factors, including the prevailing market price of Common Stock and the extent to which Innventure is able to secure

working and other capital from other sources. If obtaining sufficient funding from Yorkville were to prove

unavailable or prohibitively dilutive, Innventure may need to secure additional sources of funding beyond its current

expectations in order to satisfy its working and other capital needs. Even if Innventure were to sell to Yorkville all of

the shares of Common Stock available for sale to Yorkville under the SEPA, Innventure may still need additional

capital to fully implement its business, operating and development plans. Should the financing Innventure requires

to sustain its working capital needs be unavailable or prohibitively expensive when Innventure requires it, the

consequences may be a material adverse effect on Innventure’s business, operating results, financial condition and

prospects.

The extent to which Innventure will rely on the Convertible Debentures to be issued to Yorkville pursuant to the

Securities Purchase Agreement as a source of funding will depend on certain conditions, restrictions, and limitations

set forth therein, which could impact the aggregate principal amount of Convertible Debentures issued by Innventure

and purchased by Yorkville, whether the Convertible Debentures will bear interest, and the portion of Convertible

Debentures that is convertible into Common Stock.

It is not possible to predict the actual number of shares Innventure will sell under the SEPA or the Convertible

Debentures to Yorkville, or the actual gross proceeds resulting from those sales.

Subject to certain conditions and limitations in the SEPA and compliance with applicable law, Innventure has

the discretion to deliver notices to Yorkville at any time throughout the term of the SEPA. The actual number of

shares of Common Stock that are issued and sold to Yorkville depends on a number of factors, including the market

price of Common Stock during the sales period. Actual gross proceeds may be less than $75.0 million, which may

impact Innventure’s future liquidity. Because the price per share of each share sold to Yorkville will fluctuate during

the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross

proceeds to be raised in connection with those sales. Additionally, the Conversion Price applicable to the

Convertible Debentures will be adjusted on the First Reset Date and the Second Reset Date, and, accordingly, it is

not currently possible to predict how many shares will be sold in total under the Convertible Debentures.

As of February 28, 2025, Innventure has drawn $2.67 million under the SEPA. Moreover, although the SEPA

provides that Innventure may sell up to an aggregate of $75.0 million of its Common Stock to Yorkville, Innventure

registered the resale by Yorkville of up to 4,418,307 shares of Common Stock that may be issued without exceeding

the 9.99% prong of the Exchange Cap set forth in the SEPA. If Innventure elects to issue and sell to Yorkville all of

the shares registered for resale to Yorkville, depending on the market prices of its Common Stock for each purchase

made pursuant to the SEPA, the actual gross proceeds from the sale of the shares may be substantially less than the

$75.0 million total commitment available to Innventure under the SEPA. If it becomes (i) necessary for Innventure

to issue and sell to Yorkville under the SEPA more shares than the shares registered for resale by Yorkville in order

to receive the aggregate gross proceeds equal to $75.0 million under the SEPA and (ii) if Innventure is able to sell

more shares than the shares registered for resale by Yorkville while still complying with the Exchange Cap, then

Innventure will need to file with the SEC one or more additional registration statements to register under the

Securities Act the resale by Yorkville of any such additional shares of Common Stock over the shares registered for

resale by Yorkville and such registration statements would need to be declared effective by the SEC, in each case

before Innventure may elect to sell any additional shares of Common Stock to Yorkville under the SEPA, a process

which will take time and incur additional expense.

Any issuance and sale by Innventure under the SEPA or the Convertible Debentures of a substantial amount of

shares of Common Stock in addition to the shares already registered for resale by Yorkville could cause additional

substantial dilution to Innventure’s stockholders. The number of shares of Common Stock ultimately offered for

resale by Yorkville is dependent upon the number of shares of Common Stock, if any, Innventure ultimately sells to

Yorkville under the SEPA and the Convertible Debentures.

Innventure’s success will depend on its ability to attract and retain personnel and manage human capital both for

itself and the Innventure Companies, while controlling labor costs.

Innventure’s future success depends on its ability to attract, recruit, train, retain, motivate and integrate key

personnel for itself and the Innventure Companies, including its management team, key executives, and other key

talent, and the management team and key R&D (as defined below), manufacturing, engineering and sales and

marketing personnel for the Innventure Companies. Competition for qualified personnel is intense. The loss or

incapacity of existing members of Innventure’s executive management team could adversely affect its operations if

it experiences difficulties in hiring qualified successors. The service of Innventure’s executive officers is at will and

may end at any point in time. In addition, all of Innventure and the Innventure Companies’ employees are at will,

which means that either they or the employee may terminate their employment at any time.

Innventure believes that its management team must be able to act decisively to apply and adapt its business

model in the rapidly changing markets in which it and the Innventure Companies will compete. In addition, the

Innventure Companies rely upon technical and scientific employees or third-party contractors to effectively

establish, manage and grow their businesses. Consequently, Innventure believes that its future viability and the

future viability of the Innventure Companies will depend largely on their ability to attract and retain highly skilled

managerial, sales, scientific and technical personnel. In order to do so, in the future it may need to pay higher

compensation or fees to its employees or consultants than currently expected, and such higher compensation

payments may have a negative effect on its operating results. Competition for experienced, high-quality personnel is

intense, and there is no assurance that Innventure or the Innventure Companies will be able to recruit and retain such

personnel. Because of the technical nature of the technologies and products offered by the Innventure Companies,

any failure of the Innventure Companies to attract, recruit, train, retain, motivate and integrate qualified personnel

could also materially harm Innventure’s operating results and growth prospects.

Innventure’s pursuit of new business strategies and acquisitions could disrupt its ongoing business, present risks

not originally contemplated and materially adversely affect its business, reputation, results of operations and

financial condition.

Innventure’s growth strategy involves new business strategies and the acquisition of new technologies. These

new strategies or future technology acquisitions could disrupt Innventure’s ongoing businesses, which may frustrate

Innventure’s MNC partners, the Innventure Companies, and their customers, harming Innventure’s business

relationships and causing a loss of revenue and business opportunities. Innventure’s ability to effectively manage its

anticipated acquisitions and resulting expansion of operations will also require it to enhance its operational, financial

and management controls and infrastructure, human resources policies and reporting systems. These enhancements

and improvements will require significant capital expenditures, investments in additional headcount and other

operating expenditures and allocation of valuable management and employee resources, which may divert

Innventure’s resources from its ongoing businesses. Innventure’s future financial performance and ability to execute

on its business plan will depend, in part, on its ability to effectively manage any future technology acquisitions.

There are no guarantees Innventure will be able to do so in an efficient or timely manner, or at all.

Risks Related to the Innventure Companies’ Operations

The Innventure Companies are early-stage companies, and their limited operating history makes it difficult to

evaluate their future prospects and the risks and challenges they may encounter.

The Innventure Companies are early in the development of their commercial production capacity. Their limited

operating history makes it difficult to evaluate the Innventure Companies’ future prospects and the risks and

challenges they may encounter. Risks and challenges the Innventure Companies have faced or expect to face

include, but are not limited to, their ability to:

•develop and commercialize their products and processes;

•design and deliver products and processes of acceptable performance that function as anticipated;

•increase sales revenue;

•forecast their revenue and budget for and manage their expenses;

•attract new customers and commercial relationships;

•compete successfully in the industry in which they operate;

•plan for and manage capital expenditures for their current and future products and manage their supply

chain and supplier relationships related to their current and future products;

•scale quickly enough due to capital and other resource constraints;

•find, contract with, and retain reliable and commercially reasonable materials, components, manufacturers

and inventory vendors;

•comply with existing and new or modified laws and regulations applicable to their business in and outside

the United States, including compliance requirements of U.S. customs and export regulations;

•anticipate and respond to macroeconomic changes and changes in the markets in which they operate;

•anticipate and respond to regulatory and/or environmental policies that impact the Innventure Companies’

plant operations;

•maintain and enhance the value of their reputation and brand;

•develop and protect IP;

•hire, integrate and retain talented people at all levels of their organizations;

•successfully defend themselves in any legal proceeding that may arise and enforce their rights in any legal

proceedings they may initiate; and

•manage and mitigate the adverse effects on their business of any public health emergencies, natural

disasters, widespread travel disruptions, security risks including IT security, data privacy, cyber risks,

international conflicts, geopolitical tension and other events beyond their control.

If the Innventure Companies fail to address the risks and difficulties that they face, including those associated

with the challenges listed above, their business, financial condition, results of operations, prospects and that of

Innventure, could be adversely affected. Further, because the Innventure Companies have limited historical financial

data and operate in a rapidly evolving and highly competitive market, any predictions about their future revenue and

expenses may not be as accurate as they would be if the Innventure Companies had a longer operating history or

operated in a more predictable market. The Innventure Companies have encountered in the past, and will encounter

in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories

in rapidly changing industries. If the Innventure Companies’ assumptions regarding these risks and uncertainties,

which they use to plan and operate their business, are incorrect or change, or if they do not address these risks

successfully, their results of operations could differ materially from their expectations and their business, financial

condition, results of operations and prospects could be adversely affected.

Accelsius’ cooling products may be subject to increased regulatory scrutiny due to their use of working fluid

refrigerants that contain fluorine.

The market and/or regulatory agencies inside and outside the United States may elect to curtail the use of

polyfluoroalkyl substances, including hydrofluoroolefins and hydrochlorofluoroolefins, due to their persistence in

the environment, their global warming potential, or their ozone depletion potential. While Accelsius believes it

follows industry best practices in respect of its use of these commonly available refrigerants as working fluids in

Accelsius’ cooling products, unforeseen regulatory changes that limit availability or manufacturing capacity or

increase material prices would adversely affect Accelsius business.

The market, including customers and potential investors, may be skeptical of the viability and benefits of

Accelsius’ and Refinity’s products and processes because they are based on relatively novel and complex

technology.

The market, including customers and potential investors, may be skeptical of the viability and benefits of

Accelsius’ and Refinity’s products and processes because they are based on relatively novel and complex

technology. There can be no assurance that Accelsius’ and Refinity’s products and processes will be understood,

approved, or accepted by customers and potential investors or that Accelsius or Refinity will be able to sell its

products profitably at competitive prices and with features sufficient to establish demand or to design and build a

plastic waste to drop-in chemicals plant on budget or profitably operate such a plant, respectively. If Accelsius and

Refinity are unable to convince these potential customers of the utility and value of their products and processes or

that their solutions are superior to those they currently use, they will not be successful in entering those markets and

their business and results of operations will be adversely affected. If potential investors are skeptical of the success

of Accelsius’ and Refinity’s products and processes, their ability to raise capital and the value of Innventure stock

may be adversely affected.

The failure of AFX’s suppliers to continue to deliver necessary raw materials or other components of its products

in a timely manner and to specification could prevent it from delivering products within required time frames and

could cause production delays, cancellations, penalty payments and damage to its brand and reputation.

AFX is early in the development of its commercial production capacity and has not yet fully diversified

suppliers for critical raw materials, specifically its film.

Thus far, AFX has qualified one incumbent raw material film supplier—a large, foreign third-party supplier

with over 22,000 employees and operations in approximately 100 countries—and is working to finalize a raw

materials agreement with the same. Currently, AFX relies on individual purchase orders to purchase the film

produced by the supplier. AFX is in the process of qualifying a second raw material film supplier—another,

similarly large, foreign third-party supplier with a larger global footprint—with negotiations for a raw materials

agreement to begin after such qualification. Such qualification, if achieved, is not expected until the end of the

second quarter of 2025. AFX intends to continue to work towards further diversifying its supplier base as product

demand grows and multiple suppliers are needed to support business continuity, though there is no guaranty that

such diversification will be successful.

If AFX’s suppliers provide insufficient inventory to meet customer demand or such inventory is not at the level

of quality required to meet its standards or if its suppliers are unable or unwilling to provide AFX with the requested

quantities (as AFX has no alternatives for supply), AFX’s results of operations could be materially and negatively

impacted. If AFX fails to develop or maintain its relationships with suppliers, or if there is otherwise a shortage or

lack of availability of any required raw materials or components, AFX may be unable to manufacture its products or

those products may be available only at a higher cost or after a long delay.

Due to increased demand across a range of industries, the global supply chain for certain raw materials and

components has experienced significant strain. The global macroeconomic environment and geopolitical instability,

as well as the impact of tariffs, have also contributed to and exacerbated this strain. There can be no assurance that

the impact of these issues on the supply chain will not continue, or worsen, in the future. Significant delays and

shortages could prevent AFX from delivering its products to its customers within required time frames and cause

order cancellations, which would adversely impact its cash flows and results of operations.

AFX may not be able to meet applicable regulatory requirements for the use of AFX’s products in food grade

applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory

requirements applicable to AFX’s products and AFX’s facilities will be time-consuming and costly.

The use of AFX’s products in food grade applications is subject to regulation by the U.S. Food and Drug

Administration (“FDA”). The FDA has established certain guidelines for the use of recycled plastics in food

packaging, as set forth in the “Guidance for Industry - Use of Recycled Plastics in Food Packaging: Chemistry

Considerations (August 2006).” In order for AFX’s products to be used in food grade applications, AFX will be

required to partner with customers or third-party co-manufacturers that possess the required food certifications to do

the filling of AFX’s package.

The process of obtaining FDA regulatory approval requires the expenditure of substantial time, of up to one

year, and significant financial resources. If AFX decides to partner with qualified customers or third-party co-

manufacturers to fill AFX’s package, the search for and negotiations required for such relationships would require

significant time, effort, and financial resources to complete, and may not result in a successful production

relationship. All of the above would have an adverse effect on AFX’s business, financial condition, results of

operations and prospects.

Furthermore, changes in regulatory requirements, laws and policies, or evolving interpretations of existing

regulatory requirements, laws and policies, may result in increased compliance costs, delays, capital expenditures

and other financial obligations that could adversely affect AFX’s business, financial condition, results of operations

and prospects.

AFX expects to encounter regulations in most if not all of the countries in which AFX may seek to expand, and

AFX cannot be sure that it will be able to obtain necessary approvals in a timely manner or at all. If AFX’s products

do not meet applicable regulatory requirements in a particular country or at all, then AFX may face reduced market

demand in those countries and AFX’s business, financial condition, results of operations and prospects will be

adversely affected.

The various regulatory schemes applicable to AFX’s products will continue to apply following initial approval.

Monitoring regulatory changes and our ongoing compliance with applicable requirements is time-consuming and

may affect AFX’s business, financial condition, results of operation and prospects. If AFX fails to comply with such

requirements on an ongoing basis, AFX may be subject to fines or other penalties, or may be prevented from selling

its products, and AFX’s business, financial condition, results of operation and prospects may be harmed.

Risks Related to Our Common Stock

The market price of our Common Stock is likely to be highly volatile, and you may lose some or all of your

investment.

The market price of our Common Stock may fluctuate significantly due to a number of factors, some of which

may be beyond our control, including those factors discussed in this “Risk Factors” section and many others, such

as:

•actual or anticipated fluctuations in Innventure’s financial condition and operating results, including

fluctuations in its quarterly and annual results;

•developments involving Innventure’s competitors;

•changes in laws and regulations affecting Innventure’s business;

•variations in Innventure’s operating performance and the performance of its competitors in general;

•the public’s reaction to Innventure’s press releases, its other public announcements and its filings with the

SEC;

•additions and departures of key personnel;

•announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by

Innventure or its competitors;

•Innventure’s failure to meet the estimates and projections of the investment community or that it may

otherwise provide to the public;

•publication of research reports about Innventure’s industry, or positive or negative recommendations or

withdrawal of research coverage by securities analysts;

•changes in the market valuations of similar companies;

•overall performance of the equity markets;

•sales of the Common Stock or preferred stock by Innventure or its stockholders in the future;

•trading volume of the Common Stock;

•significant lawsuits, including shareholder litigation;

•failure to comply with the requirements of NASDAQ;

•general economic, industry and market conditions other events or factors, many of which are beyond

Innventure’s control; and

•changes in accounting standards, policies, guidelines, interpretations or principles.

Volatility in Innventure’s share price could subject Innventure to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the

market price of its securities. If Innventure faces such litigation, it could result in substantial costs and a diversion of

management’s attention and resources, which could harm its business.

If securities or industry analysts do not publish research or reports about Innventure, or publish negative reports,

then Innventure’s stock price and trading volume could decline.

The trading market for our Common Stock will depend, in part, on the research and reports that securities or

industry analysts publish about Innventure. Innventure does not have any control over these analysts. If Innventure’s

financial performance fails to meet analyst estimates or one or more of the analysts who cover Innventure

downgrade its Common Stock or change their opinion, then Innventure’s stock price would likely decline. If one or

more of these analysts cease coverage of Innventure or fail to regularly publish reports on Innventure, it could lose

visibility in the financial markets, which could cause Innventure’s stock price or trading volume to decline.

Innventure does not currently intend to pay dividends on its Common Stock, and, consequently, your ability to

achieve a return on your investment will depend on appreciation, if any, in the price of our Common Stock.

Innventure has no intention to ever declare or pay any cash dividend on its Common Stock. Innventure currently

anticipates that it will retain future earnings for the development, operation and expansion of the business and does

not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will

therefore be limited to the appreciation of their stock. In addition, the terms of any equity or debt instruments that

Innventure may issue in the future could contain prohibitions or restrictions on the ability of Innventure to pay

dividends on its Common Stock. There is no guarantee that our Common Stock will appreciate in value or even

maintain the price at which stockholders have purchased their shares.

Future sales of shares of our Common Stock or other equity may depress its stock price.

In connection with the execution of the Business Combination Agreement, certain insiders of Innventure LLC

(each, a “Lock-Up Party”) entered into lock-up agreements (the “Lock-Up Agreements”) with the Company. Subject

to certain exceptions, the Lock-Up Agreements provide for certain restrictions on transfer with respect to Common

Stock held by certain stockholders of Innventure. Such restriction began upon the Closing Date and will end upon

the earlier of (A) the expiration of one year after the completion of the Business Combination and the other

transactions contemplated (the “Transactions”) by the Business Combination Agreement (the “Closing”), and (B)

subsequent to the Closing, (i) if the closing price of our Common Stock equals or exceeds $12.00 per share (as

adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20

trading days within any 30-trading day period commencing at least 150 days after the Closing, or (ii) the date which

Innventure completes a merger, liquidation, stock exchange, reorganization or other similar transaction after the

Closing that results in all of the public stockholders of the Company having the right to exchange their Common

Stock for cash securities or other property. Additionally, certain other shareholders of Innventure, previous

Innventure LLC and Learn CW equity holders, are subject to lock-ups which also provide for certain restrictions on

transfer with respect to the Common Stock held by such stockholders of Innventure.

Following the expiration of the applicable lock-up periods, such equity holders will not be restricted from

selling shares of Common Stock held by them, other than by applicable securities laws. As restrictions on resale end

and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are

available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in

Innventure’s share price or the market price of our Common Stock could decline if the holders of currently restricted

shares sell them or are perceived by the market as intending to sell them.

Provisions in the A&R Certificate of Incorporation and under Delaware law could discourage a takeover that

stockholders may consider favorable and may lead to entrenchment of management.

The A&R Certificate of Incorporation and our By-laws (as amended and restated, the “Bylaws”) contain

provisions that could significantly reduce the value of the Common Stock to a potential acquirer or delay or prevent

changes in control or changes in our management without the consent of the Board of Directors (the “Board”) of the

Company. The provisions in Innventure’s charter documents include the following:

•a classified board of directors with three-year staggered terms, which may delay the ability of stockholders

to change the membership of a majority of the Board;

•no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect

director candidates;

•the exclusive right of the Board, unless the Board grants such a right to the holders of any series of

preferred stock, to elect a director to fill a vacancy created by the expansion of the Board or the resignation,

death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board;

•the prohibition on removal of directors without cause;

•the ability of the Board to authorize the issuance of shares of preferred stock and to determine the price and

other terms of those shares, including preferences and voting rights, without stockholder approval, which

could be used to significantly dilute the ownership of a hostile acquirer;

•the ability of the Board to alter the Bylaws without obtaining stockholder approval;

•the required approval of at least 2/3 of the shares entitled to vote to amend or repeal the Bylaws or amend,

alter or repeal certain provisions of the A&R Certificate of Incorporation;

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an

annual or special meeting of Innventure’s stockholders;

•an exclusive forum provision providing that the Court of Chancery of the State of Delaware (the “Delaware

Court”) will be the exclusive forum for certain actions and proceedings;

•the requirement that a special meeting of stockholders may be called only by the Board, Innventure’s chief

executive officer, or the chairman of the Board, which may delay the ability of our stockholders to force

consideration of a proposal or to take action, including the removal of directors;

•advance notice procedures that stockholders must comply with in order to nominate candidates to the Board

or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a

potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or

otherwise attempting to obtain control of Innventure; and

•Innventure is subject to the anti-takeover provisions contained in Section 203 of the Delaware General

Corporation Law, which will prevent Innventure from engaging in a business combination with any holder

of 15% or more of its capital stock unless the holder has held the stock for three years or, among other

exceptions, the Board has approved the transaction.

The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s

rights to bring legal action against Innventure and could limit the investor’s ability to obtain a favorable judicial

forum for disputes with us.

In connection with the Business Combination, Innventure assumed Learn CW’s warrant agreement, dated as of

October 12, 2021, between Learn CW and American Stock Transfer & Trust Company, LLC, a New York limited

liability company (the “Warrant Agreement”). By virtue of the assumption of the Warrant Agreement (i) any action,

proceeding or claim against Innventure arising out of or relating in any way to the Warrant Agreement will be

brought and enforced in the courts of the State of New York or the United States District Court for the Southern

District of New York and (ii) Innventure irrevocably submits to such jurisdiction, which jurisdiction will be

exclusive. Innventure has waived or will waive any objection to such exclusive jurisdiction and that such courts

represent an inconvenient forum. We note, however, that there is uncertainty as to whether a court would enforce

these provisions and that investors cannot waive compliance with the federal securities laws and the rules and

regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts

over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations

thereunder.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to

enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

any other claim for which the federal district courts of the United States of America are the sole and exclusive

forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any

duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity

purchasing or otherwise acquiring any interest in any of the warrants issued pursuant to the Warrant Agreement shall

be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action,

the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court

other than a court of the State of New York or the United States District Court for the Southern District of New York

(a “Warrant Agreement Foreign Action”) in the name of any holder of the warrants, such holder shall be deemed to

have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York

or the United States District Court for the Southern District of New York in connection with any action brought in

any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made

upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the

Warrant Agreement Foreign Action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it

finds favorable for disputes with Innventure, which may discourage such lawsuits. Alternatively, if a court were to

find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the

specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in

other jurisdictions, which could materially and adversely affect our business, financial condition and results of

operations and result in a diversion of the time and resources of our management and Board.

We are an emerging growth company and smaller reporting company, and we cannot be certain if the reduced

reporting requirements applicable to emerging growth companies and smaller reporting companies will make our

Common Stock less attractive to investors.

Innventure is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012

(“JOBS Act”). For as long as Innventure continues to be an emerging growth company, it may take advantage of

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies,” including exemption from compliance with the auditor attestation requirements under Section

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions

from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved. Innventure will remain an emerging growth company

until the earlier of (1) December 31, 2026, (2) the last day of the fiscal year (a) in which we have total annual gross

revenue of at least $1.235 billion or (b) in which we are deemed to be a large accelerated filer, which means the

market value of shares of our Common Stock that are held by non-affiliates exceeds $700.0 million as of the prior

June 30, and (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior

three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting

standards until such time as those standards apply to private companies. Innventure expects to use this extended

transition period for complying with new or revised accounting standards and, therefore, Innventure will not be

subject to the same new or revised accounting standards as other public companies that are not emerging growth

companies.

Innventure is also a smaller reporting company as defined in the Exchange Act. Even after Innventure no longer

qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow

it to take advantage of many of the same exemptions from disclosure requirements including exemption from

compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding

executive compensation in this prospectus and Innventure’s periodic reports and proxy statements.

Innventure will take advantage of the smaller reporting company scaled disclosures, and it will be able to

continue to take advantage of the smaller reporting company scaled disclosures for so long as its voting and non-

voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of its

second fiscal quarter, or its annual revenue is less than $100.0 million during the most recently completed fiscal year

and its voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last

business day of its second fiscal quarter.

Innventure cannot predict if investors will find its Common Stock less attractive because Innventure may rely

on these exemptions. If some investors find the Common Stock less attractive as a result, there may be a less active

trading market for the Common Stock and its market price may be more volatile.

Future offerings of debt or offerings or issuances of equity securities by Innventure may adversely affect the

market price of the Common Stock or otherwise dilute all other stockholders.

In the future, Innventure may attempt to obtain financing or to further increase Innventure’s capital resources by

issuing additional shares of Common Stock or offering debt or other equity securities, including commercial paper,

medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock.

Innventure also expects to grant equity awards to employees, directors, and consultants under Innventure’s stock

incentive plans. Future acquisitions could require substantial additional capital in excess of cash from operations.

Innventure would expect to obtain the capital required for acquisitions through a combination of additional issuances

of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of Common Stock or other equity securities or securities convertible into equity may

dilute the economic and voting rights of Innventure’s existing stockholders or reduce the market price of the

Common Stock or both. Upon liquidation, holders of such debt securities, preferred shares, and lenders with respect

to other borrowings would receive a distribution of Innventure’s available assets prior to the holders of Common

Stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to

which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if

issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend

payments that could limit Innventure’s ability to pay dividends to the holders of Common Stock. Innventure’s

decision to issue securities in any future offering will depend on market conditions and other factors beyond

Innventure’s control, which may adversely affect the amount, timing and nature of Innventure’s future offerings.

If Innventure’s estimates or judgments relating to its critical accounting estimates prove to be incorrect or

financial reporting standards or interpretations change, Innventure’s results of operations could be adversely

affected.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles

(“GAAP”) in the United States requires management to make estimates and assumptions that affect the amounts

reported in the financial statements and accompanying notes. Innventure will base its estimates on historical

experience, known trends and events, and various other factors that it believes to be reasonable under the

circumstances, as provided in the section entitled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations—Critical Accounting Policies and Use of Estimates.” The results of these estimates form

the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from

other sources. Significant assumptions and estimates may be used in preparing Innventure’s financial statements.

Innventure’s results of operations may be adversely affected if its assumptions change or if actual circumstances

differ from those in its assumptions, which could cause its results of operations to fall below the expectations of

securities analysts and investors, resulting in a decline in the trading price of its Common Stock.

Additionally, Innventure will regularly monitor its compliance with applicable financial reporting standards and

review new pronouncements and drafts thereof that are relevant to it. As a result of new standards, changes to

existing standards and changes in their interpretation, Innventure might be required to change its accounting

policies, alter its operational policies, and implement new or enhance existing systems so that they reflect new or

amended financial reporting standards, or Innventure may be required to restate its published financial statements.

Such changes to existing standards or changes in their interpretation may have an adverse effect on its reputation,

business, financial position, and profit.

Exclusive forum provisions in the A&R Certificate of Incorporation and Bylaws could limit Innventure’s

stockholders’ ability to choose their preferred judicial forum for disputes with Innventure or its directors,

officers, or employees.

The Bylaws provide that, unless Innventure consents in writing to the selection of an alternative forum, the sole

and exclusive forum for specified legal actions is the Delaware Court. Current and former stockholders are deemed

to have consented to the personal jurisdiction of the Delaware Court in connection with any action to enforce that

exclusive forum provision and to service of process in any such action. These exclusive forum provisions of the

Bylaws do not apply to actions arising under federal securities laws including suits brought to enforce any liability

or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts have

exclusive jurisdiction. To the extent that these provisions of the Bylaws limit a current or former stockholder’s

ability to select a judicial forum other than the Delaware Court, they might discourage the specified legal actions,

might cause current or former stockholders to incur additional litigation-related expenses, and might result in

outcomes unfavorable to current or former stockholders. A court might determine that these provisions of the

Bylaws are inapplicable or unenforceable in any particular action, in which case we may incur additional litigation

related expenses in such action, and the action may result in outcomes unfavorable to us, which could have a

materially adverse impact on Innventure’s reputation, its business operations, and its financial position or results of

operations.

The Company has identified material weaknesses in its internal controls over financial reporting that could, if

not remediated, result in material misstatements in its financial statements and which may have an impact on

Innventure’s ability to timely or accurately report its financial condition or results of operations and may

adversely affect Innventure’s business and stock price.

In connection with the preparation of the Company’s financial statements, certain material weaknesses were

identified in the Company’s internal control over financial reporting. A material weakness is a deficiency, or

combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that

a material misstatement of Innventure’s interim or annual consolidated financial statements will not be prevented or

detected on a timely basis.

If Innventure is unable to successfully remediate the material weaknesses, or if in the future, Innventure

identifies further material weaknesses in its internal controls over financial reporting, it may not detect errors on a

timely basis, and its financial statements may be materially misstated. Innventure cannot provide any assurance that

these material weaknesses will not have an impact on its ability to timely and accurately report its financial

condition or results of operations or that any additional material weaknesses will not arise in the future due to a

failure to implement and maintain adequate internal control over financial reporting or circumvention of these

controls. Innventure may not be able to conclude on an ongoing basis that it has effective internal control over

financial reporting, which could harm its operating results, cause investors to lose confidence in its reported

financial information and cause the trading price of its stock to fall. In addition, as a public company, Innventure

will be required to file accurate and timely quarterly and annual reports with the SEC under the Exchange Act. Any

failure to report Innventure’s financial results on an accurate and timely basis could result in sanctions, lawsuits,

delisting of our Common Stock from NASDAQ or other adverse consequences that would materially harm its

business. In addition, Innventure could become subject to investigations by NASDAQ , the SEC, and other

regulatory authorities, and become subject to litigation from investors and stockholders, which could harm its

reputation and its financial condition, or divert financial and management resources from its core business.

If Innventure is deemed to be an investment company under the Investment Company Act, it may be required to

institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to

operate or to execute its growth plans.

If Innventure is deemed to be an investment company under the Investment Company Act, it will be subject to

additional regulatory requirements and its activities may be restricted, including:

•restrictions on the nature of its investments;

•limitations on its ability to borrow;

•prohibitions on transactions with affiliates; and

•restrictions on the issuance of securities.

Each of these may make it difficult for Innventure to run its business. In addition, the law may impose upon

Innventure burdensome requirements, including:

•registration as an investment company and subsequent regulation as an investment company;

•adoption of a specific form of corporate structure; and

•reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

Innventure intends to conduct its operations so that it is not required to register as an investment company under

the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an “investment company”

as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business

of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an

investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting,

owning, holding or trading in securities and owns or proposes to acquire investment securities having a value

exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on

an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. Government

securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and

are not relying on the exemption from the definition of investment company set forth in Section 3(c)(1) or Section

3(c)(7) of the Investment Company Act.

Furthermore, if Innventure were to operate its Operating Companies primarily for the purpose of making a

profit in the sale of its Operating Companies’ securities rather than retaining majority (or sole) ownership of such

companies, it may increase the likelihood that Innventure could be deemed an investment company.

Though Innventure does not expect exit transactions to be a factor in the business plans for its Operating

Companies and does not believe that its principal activities will subject it to the Investment Company Act, if

Innventure were deemed to be subject to the Investment Company Act, compliance with the additional regulatory

burdens discussed above would require additional expense and attention from management for which Innventure has

not accounted.

The determination as to whether certain Innventure assets are viewed as securities (i.e., by falling within the

definition of an “investment contract”) is made by Innventure and if the SEC were to disagree with Innventure’s

determination, Innventure could be deemed to be an investment company under the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an “investment company” to include a company that

“is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

reinvesting or trading in securities.” Whether a company is engaged primarily in the business of investing in

securities is a question of fact that is determined through the analysis of five factors. No single factor by itself is

dispositive. The relevant factors are: (1) the nature of a company’s assets; (2) the source of a company’s income; (3)

the company’s historic development; (4) the company’s public representations; and (5) the activities of the

company’s officers and directors.

In the context of its Section 3(a)(1)(A) analysis, and specifically Section 3(a)(1)(A)’s asset test, Innventure has

determined that neither Innventure’s equity interest in AeroFlexx nor the loans from Innventure to AeroFlexx are a

“security.” This determination is based upon Innventure’s conclusion that neither should be viewed as an

“investment contract.” Applicable case law has found that an “investment contract” exists when there is the

investment of money in a common enterprise with a reasonable expectation of profits to be derived primarily from

the efforts of others.

The above determinations were made by Innventure based in large part on case law precedent and no-action

letters issued by the SEC staff and other SEC interpretive guidance, and the significant relationship that exists

between Innventure and AeroFlexx (e.g., Innventure founded AeroFlexx and the only AeroFlexx director that is not

also an Innventure director is the Chief Executive Officer of AeroFlexx who is, himself, an employee of Innventure).

Additionally, based in large part on case law precedent and SEC staff no-action letters, Innventure determined that

the loans from Innventure to AeroFlexx should not constitute securities that are “evidences of indebtedness” under

the Investment Company Act.

Innventure has not requested the SEC to approve this analysis and the SEC has not done so. If the SEC were to

disagree with Innventure’s analysis or relevant factual circumstances were to change, Innventure may be required to

adjust its analysis and, potentially, its asset composition, in order to support its conclusion that it should not be

deemed to be an investment company under the Investment Company Act. If Innventure were required to register as

an investment company under the Investment Company Act, compliance with the additional associated regulatory

burdens would require additional expense and attention from management for which Innventure has not accounted

and, furthermore, could require Innventure to restructure its operations, sell certain of its assets or abstain from the

purchase of certain assets, which could have a material adverse effect on Innventure’s business, financial condition,

results of operations and prospects.

Additional financing transactions by the Operating Companies could impact your rights as a stockholder of

Innventure.

Innventure and the Operating Companies expect to require additional financing to fund their operations or

growth. These additional financing transactions could include transactions at the Operating Company level, such as

Innventure’s sale of Operating Company equity, or the Operating Companies’ issuance of new equity. The issuance

of new equity securities to third-party investors at the Operating Company level or the sale of a portion of Operating

Company equity held by Innventure would reduce Innventure’s ownership interest in that Operating Company.

Furthermore, the holders of those equity securities would have structural priority as compared to Common Stock

with respect to that Operating Companies’ assets and will also have priority as to liquidation and dividend and other

rights more favorable than Common Stock with respect to that Operating Company. This priority, or any reduction

in Innventure’s ownership interest in any Operating Companies, may reduce the value of Common Stock.

Risks Related to Intellectual Property

Innventure may be unable to sufficiently protect the IP rights of itself and the Innventure Companies and may

encounter disputes from time to time relating to its use of the IP of third parties.

Innventure and the Innventure Companies’ core business relies on IP acquired or licensed from Technology

Solutions Providers. Innventure monitors and protects against activities that might infringe, dilute, misappropriate or

otherwise violate that IP and relies on the relevant patent, trademark and other laws of the U.S. and other countries.

However, Innventure, the Innventure Companies, and their MNC or other third party partners may be unable to

prevent their employees, consultants or other third parties from infringing, diluting or misappropriating their IP or

from otherwise violating obligations with respect to their IP and confidential information, which could have a

material adverse effect on Innventure and the Innventure Companies’ business, financial condition, results of

operations and prospects.

Even upon the registration of their IP rights, there is no certainty that Innventure’s, the Innventure Companies’

or their MNC or other third party partners’ IP rights will provide them with substantial protection or commercial

benefit. Despite Innventure, the Innventure Companies’ and their MNC or other third party partners’ efforts to

protect their IP, some of their innovations may not be protectable, and their IP rights may offer insufficient

protection from competition or unauthorized use, lapse or expire, be challenged, narrowed, invalidated,

misappropriated by third parties, or be deemed unenforceable or abandoned. In addition, the laws of some non-U.S.

jurisdictions, particularly those of certain emerging markets, provide less protection for Innventure and the

Innventure Companies’ IP rights than the laws of the U.S. and present greater risks of infringement,

misappropriation, dilution or other misuse. To the extent Innventure, the Innventure Companies, and their MNC or

other third party partners cannot protect their IP and confidential information, unauthorized use and misuse of that IP

could harm their competitive position and have a material adverse effect on Innventure’s business, financial

condition, results of operations and prospects.

Furthermore, regulations governing domain names may not protect Innventure’s and the Innventure Companies’

trademarks and other proprietary rights that may be displayed on or in conjunction with their website and other

marketing media. Innventure may be unable to prevent third parties from acquiring or retaining domain names that

are similar to, infringe upon, or diminish the value of their respective trademarks and other proprietary rights.

Despite Innventure’s and the Innventure Companies’ efforts to protect these rights, unauthorized third parties

may attempt to duplicate or copy the proprietary aspects of its technology and processes. Innventure’s and the

Innventure Companies’ competitors and other third parties independently may design around or develop similar

technology or otherwise duplicate Innventure’s or the Innventure Companies’ services or products such that

Innventure or the Innventure Companies could not assert its IP rights against them. In addition, Innventure’s and the

Innventure Companies’ contractual arrangements may not effectively prevent disclosure of its IP and confidential

and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in

place may not prevent misappropriation or infringement of Innventure’s or the Innventure Companies’ IP or

proprietary information and the resulting loss of competitive advantage, and Innventure or the Innventure

Companies may be required to litigate to protect its IP and proprietary information from misappropriation or

infringement by others, which is expensive, could cause a diversion of resources and may not be successful.

Innventure or the Innventure Companies also may encounter disputes from time to time concerning IP rights of

others, and it may not prevail in these disputes. Third parties may raise claims against Innventure alleging that

Innventure, the Innventure Companies, their employees, consultants or other third parties retained or indemnified by

Innventure or the Innventure Companies, infringe, dilute, misappropriate or otherwise violate their IP rights. Some

third-party IP rights may be extremely broad, and it may not be possible for Innventure to conduct its operations in

such a way as to avoid all alleged violations of such IP rights and thus, Innventure and the Innventure Companies

cannot be certain that its technologies or products and services do not infringe valid patents, trademarks, copyrights

or other proprietary rights held by third parties. Given the complex, rapidly changing and competitive technological

and business environment in which Innventure and the Innventure Companies operate, and the potential risks and

uncertainties of IP-related litigation, an assertion of an infringement claim against Innventure or the Innventure

Companies may cause Innventure or the Innventure Companies to spend significant amounts to defend the claim,

even if Innventure and the Innventure Companies ultimately prevail, pay significant money damages, lose

significant revenues, be prohibited from using the relevant systems, processes, technologies or other IP (temporarily

or permanently), cease offering certain products or services, or incur significant license, royalty or technology

development expenses.

Moreover, it has become common in recent years for individuals and groups to purchase IP assets for the sole

purpose of making claims of infringement and attempting to extract settlements from companies such as Innventure

and the Innventure Companies. Even in instances where Innventure and the Innventure Companies believe that

claims and allegations of IP infringement against it are without merit, defending against such claims is time

consuming and expensive and could result in the diversion of time and attention of Innventure’s and the Innventure

Companies’ management and employees. In addition, although in some cases a third-party may have agreed to

indemnify Innventure or the Innventure Companies for such costs, such indemnifying party may refuse or be unable

to uphold its contractual obligations. In other cases, insurance may not cover potential claims of this type adequately

or at all, and Innventure or the Innventure Companies may be required to pay monetary damages, which may be

significant.

General Risk Factors

Innventure, the Innventure Companies, and Innventure’s MNC partners may be negatively impacted by volatility

in the political and economic environment, such geopolitical unrest, economic downturns and high interest rates,

and a period of sustained inflation, which could have an adverse impact on Innventure’s and the Innventure

Companies’ business, financial condition, results of operations and prospects.

Trade, monetary and fiscal policies, including tariffs, and political and economic conditions may substantially

change, and credit markets may experience periods of constriction and variability. These conditions may impact

Innventure’s business. Further rising inflation may negatively impact Innventure and the Innventure Companies’

business and raise its costs. While Innventure and the Innventure Companies will take actions, wherever possible, to

reduce the impact of the effects of inflation, in the case of sustained inflation, it could become increasingly difficult

to effectively mitigate the increases to Innventure and the Innventure Companies’ costs. If Innventure and the

Innventure Companies are unable to take actions to effectively mitigate the effect of the resulting higher costs,

Innventure’s business, financial condition, results of operations and prospects could be adversely impacted.

Higher interest rates, coupled with reduced government spending and volatility in financial markets may

increase economic uncertainty and affect Innventure and the Innventure Companies’ suppliers and potential

customers. If the equity and credit markets deteriorate, including as a result of political or economic unrest or war, it

may make necessary debt or equity financing. Increased inflation rates can adversely affect Innventure and the

Innventure Companies by increasing its costs, including labor and employee benefit costs. In addition, higher

inflation, macro turmoil, uncertainty and market-wide liquidity concerns could also adversely affect Innventure and

the Innventure Companies’ suppliers and potential customers, which could have an adverse impact on Innventure’s

business, financial condition, results of operations and prospects.

Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, may adversely

impact our business and operating results.

Innventure operates in a global marketplace, exposing the Company to various risks associated with foreign

trade policies, tariffs, and global trade conflicts. Our business model, which focuses on the commercialization of

breakthrough technologies and the development of innovative products, relies heavily on the import and export of

goods and services across international borders. Changes in foreign trade policies, such as the imposition of new

tariffs, duties, or other trade barriers, can increase the cost of our products and materials, disrupt our supply chain,

and reduce our competitiveness in the global market. Additionally, ongoing or escalating trade conflicts between

major economies can create uncertainty and volatility, which may result in retaliatory tariffs, trade restrictions, and

other measures that can adversely affect our ability to conduct business internationally. Such conflicts can also lead

to disruptions in the availability of critical components, delays in shipments, and increased costs, all of which can

negatively impact our operations and financial performance. Compliance with complex and evolving international

trade regulations, including export controls and economic sanctions, is essential for our global operations, and

failure to comply can result in significant fines and reputational damage. Additionally, changes in these regulations

can restrict our ability to sell products to certain countries or customers, limiting our market opportunities and

revenue potential. Failure to effectively manage these risks could have a material adverse effect on our operations,

financial condition, and results of operations.

Innventure, the Innventure Companies, and their MNC partners face risks and uncertainties related to litigation,

regulatory actions and investigations.

Innventure, the Innventure Companies, and their MNC partners are subject to, and may become a party to, a

variety of litigation, other claims, suits, regulatory actions and government investigations and inquiries. In addition,

from time to time, we may also be involved in legal proceedings and investigations arising in the ordinary course of

business, including those relating to employment matters, relationships with collaboration partners, IP disputes, and

other business matters. Any such claims or investigations may be time-consuming, costly, divert management

resources, or otherwise have a material adverse effect on its business or results of operations.

The results of litigation and other legal proceedings are inherently uncertain and adverse judgments or

settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive

relief against Innventure and the Innventure Companies. Any claims or litigation, even if fully indemnified or

insured, could damage its reputation and make it more difficult to compete effectively or obtain adequate insurance

in the future.

Cyber-attacks or a failure in Innventure’s information technology and data security infrastructure could

adversely affect Innventure’s business and operations.

Innventure relies on information technology systems in connection with various aspects of the operation of its

business. Innventure’s business and that of the Innventure Companies depend on the integrity of such information

technology systems, which are inherently susceptible to a number of threats, including, but not limited to, viruses,

ransomware, malware, malicious codes, hacking, phishing, denial of service actions, human error, network failures,

electronic loss of data and other electronic security breaches. A successful material cyber-attack may result in the

loss or compromise of customer, financial or operational data, theft of IP, disruption of billing, collections or normal

manufacturing activities, disruption of data analytics and electronic monitoring and control of operational systems,

loss of revenue, ransomware payments, remediation costs related to lost, stolen or compromised data, repairs to

infrastructure, physical systems or data processing systems, increased cybersecurity protection costs or violation of

United States and international privacy laws, which may result in litigation. Any of these occurrences could harm

Innventure’s reputation or have a material adverse effect on its business, financial condition, results of operation and

prospects. Innventure has implemented measures to mitigate potential risks associated with information technology

disruptions and cybersecurity threats; however, there is no assurance that these measures will prevent cyber-attacks

or security breaches. Although Innventure periodically assesses these risks, implements controls and performs

business continuity and disaster recovery planning, it cannot be sure that interruptions with material adverse effects

will not occur.

Innventure may face particular data protection and privacy risks in connection with the European Union’s

Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.

Data privacy laws continue to evolve in various jurisdictions, including the scope of consumer and commercial

privacy protections. It is possible that data privacy laws, including those that may develop regarding new

technologies such as AI, may be interpreted in various jurisdictions to apply to our business in the future. As our

business grows, it is therefore possible that we will have a higher regulatory risk profile and increased costs as we

seek to comply with new regulatory requirements related to the processing of personal and commercial data.

Innventure is subject to laws of various jurisdictions where it operates or does business related to solicitation,

collection, processing, transferring, storing or use of consumer, customer, vendor, investor, employee or other

stakeholder information and personal data, including but, not limited to, the General Data Protection Regulation of

the European Union, the California Consumer Privacy Act, and various other privacy laws and regulations.

Innventure may be subject to additional regulations, such as the European Union AI Act, that specifically affect the

use of personal information in the context of artificial intelligence (“AI”) systems. The changes introduced by these

laws and regulations increase the complexity of regulations enacted to protect business and personal data, subject

Innventure to additional costs. These laws and regulations may grant, among other things, individual rights to access

and delete personal information, and the right to opt out of the sale of personal information. These laws and

regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of

action to individuals under certain circumstances. Any failure to manage data privacy in compliance with applicable

laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class

action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence,

loss of key customers, employee liability, and other unfavorable consequences.

AI technologies could present business, compliance and reputational risks.

Recent technological advances in AI and machine-learning technology both present opportunities and pose risks

to Innventure. If Innventure fails to keep pace with rapidly evolving technological developments in AI, its

competitive position and business results may suffer. Innventure faces risk of competitive disadvantage if its

competitors more effectively use AI to better serve customers, drive internal efficiencies, and/or create new or

enhanced products or services. The introduction of these technologies, particularly generative AI, into internal

processes, customer engagements, and/or new and existing product offerings may result in new or expanded risks

and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical

concerns, confidentiality or security risks, as well as other factors that could adversely affect Innventure’s business,

reputation, and financial results. In addition, Innventure personnel could, unbeknownst to us, improperly utilize AI

and machine learning-technology while carrying out their responsibilities. The use of AI in the development of

Innventure’s products and services could also cause loss of IP, as well as subject us to risks related to IP

infringement or misappropriation, data privacy and cybersecurity. The use of AI can lead to unintended

consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise

flawed, or that results in unintended biases and discriminatory outcomes, which could harm Innventure’s reputation

and business and expose Innventure to risks related to inaccuracies or errors in the output of such technologies.

Expectations relating to ESG considerations expose Innventure to potential liabilities, increased costs,

reputational harm and other adverse effects on Innventure’s business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused

on environmental, social and governance (“ESG”) and sustainability considerations relating to businesses, including

climate change and greenhouse gas (“GHG”) emissions, data privacy, AI, human capital and diversity, equity and

inclusion. Innventure makes statements about its ESG targets, goals and initiatives through information provided on

its website, press statements and other communications. Responding to these ESG considerations and

implementation of these goals and initiatives involves risks and uncertainties, requires investments, and are impacted

by factors that may be outside Innventure’s control. In addition, some stakeholders may disagree with Innventure’s

goals and initiatives and the focus of stakeholders may change and evolve over time. Innventure may also amend,

abandon or replace its targets, goals and initiatives due to a change in strategy, reduced relevance of such targets,

goals and initiatives or changing market conditions, and Innventure may take certain actions that stakeholders or

regulators view as contrary to such targets, goals and initiatives. Stakeholders also may have very different views on

where Innventure’s focus on ESG and sustainability issues should be placed, including differing views of regulators

in various jurisdictions in which we operate. Any failure, or perceived failure, by Innventure to achieve its targets or

goals, further its initiatives, adhere to its public statements, comply with federal, state or international ESG laws and

regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory

proceedings against Innventure and materially adversely affect Innventure’s business, reputation, results of

operations, financial condition and stock price.

Climate change, or legal, regulatory or market measures to address climate change may materially adversely

affect Innventure’s financial condition and business operations.

Climate change resulting from increased concentrations of carbon dioxide and other GHGs in the atmosphere

could present risks to Innventure and the Innventure Companies’ future operations from natural disasters and

extreme weather conditions, such as hurricanes, tornadoes, earthquakes, wildfires or flooding. Such extreme weather

conditions could pose physical risks to Innventure’s and the Innventure Companies’ facilities and disrupt operation

of Innventure and the Innventure Companies’ supply chain and may impact operational costs. The impacts of

climate change on global resources may result in scarcity, which could in the future impact Innventure and the

Innventure Companies’ ability to access sufficient equipment and materials in certain locations and result in

increased costs. Concern over climate change could result in new legal or regulatory requirements designed to

mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current

legal or regulatory requirements, Innventure and the Innventure Companies may experience increased compliance

burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing

operations and the distribution of Innventure and the Innventure Companies’ products.

Changes in tax laws could adversely affect Innventure and the Innventure Companies.

Innventure and the Innventure Companies operate in various jurisdictions and are subject to changes in

applicable tax laws, treaties, or regulations in those jurisdictions. A material change in the tax laws, treaties, or

regulations, or their interpretation, of any jurisdiction with which Innventure and the Innventure Companies do

business, or in which Innventure and the Innventure Companies have significant operations, could adversely affect

Innventure.

For example, during October 2021, the Organisation for Economic Cooperation and Development (the

“OECD”) announced that 136 countries and tax jurisdictions have agreed to implement a new “Two Pillar” approach

to international taxation. Numerous countries have now enacted, or are in the process of enacting, new legislation

consistent with this approach, which took effect for the first time in 2024. More countries have committed to

introduce similar legislation, at different times and in different ways, through their individual agreement to tax treaty

changes and through changes to their own domestic tax laws.

The first of the OECD’s “pillars” establishes a new taxing right for countries in which a business has a

significant economic presence, even though it may not have the degree of physical presence in that country needed

to establish a taxing right under existing tax treaties. This new taxing right is subject to several conditions,

exclusions and exceptions, and will initially affect only multinational enterprises with global turnover above 20

billion euros.

The second pillar establishes a global minimum tax rate of 15%, such that multinational enterprises with an

effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax, which could be collected

by the parent company’s tax authorities or by those in other countries, depending on whether and how each country

implements the OECD’s approach in its tax treaties and domestic tax legislation. In an initial transition period from

2024 to 2026, enterprises are exempt from this additional tax if certain “Safe Harbour” tests are met.

Depending on how the jurisdictions in which Innventure and the Innventure Companies operate choose to

implement the OECD’s approach in their tax treaties and domestic tax laws, and future evolution of the OECD’s

“Two Pillar” approach, Innventure and the Innventure Companies could be adversely affected due to its income

being taxed at higher effective rates.

USE OF PROCEEDS

All of the shares of Common Stock offered by the Selling Stockholders pursuant to this prospectus will be sold

by the Selling Stockholders for their respective accounts. The Selling Stockholders may offer, sell or distribute all or

a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at

negotiated prices.

We will not receive any of the proceeds from such sales of the shares of our Common Stock by the Selling

Stockholders. However, we may receive (i) up to $75.0 million in aggregate gross proceeds from sales of shares of

Common Stock to Yorkville pursuant to the SEPA, from time to time in our discretion after the date of the

registration statement that includes this prospectus and subject to satisfaction of other conditions in the SEPA, and

(ii) de minimis gross proceeds upon exercise of the 2025 WTI Warrants, to the extent such warrants are exercised

for cash. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. The

Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to

their respective sales of our Common Stock.

We could receive up to an aggregate of approximately $214.4 million in proceeds from the exercise of the

Innventure Warrants, assuming the exercise in full of all of the Innventure Warrants for cash, but not from the resale

of the shares of Common Stock issuable upon such exercise. There is no assurance that the holders of the

Innventure Warrants will elect to exercise any or all of such Innventure Warrants. We believe the likelihood that

Innventure Warrant holders will exercise the Innventure Warrants, and therefore the amount of cash proceeds that

we would receive, is dependent upon the trading, are “out of the money,” meaning the exercise price is higher than

the market price of our Common Stock. All of the Innventure Warrants outstanding as of April 15, 2025 are “out of

the money.” Holders of such “out of the money” Innventure Warrants are not likely to exercise such Innventure

Warrants. There can be no assurance that such Innventure Warrants will be in the money prior to their expiration

dates, and therefore we may not receive any cash proceeds from the exercise of such Innventure Warrants.

We will not receive any proceeds from the exercise of 2025 WTI Warrants or Innventure Warrants on a cashless

basis.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net

proceeds from the issuance of shares to Yorkville pursuant to the SEPA, from the exercise of the 2025 WTI

Warrants and from the exercise of the Innventure Warrants for general corporate purposes, which may include

acquisitions or other strategic investments or repayment of outstanding indebtedness.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Unless the context otherwise requires, references in this section to “we”, “us” and “our” refer to the business

and operations of Innventure LLC and its consolidated subsidiaries prior to the Business Combination, which

became the business of the Company and its subsidiaries following the consummation of the Business Combination.

Unless otherwise indicated, all dollar amounts (“$”) are expressed in thousands.

The following discussion and analysis of our financial condition and results of operations should be read in

conjunction with our consolidated financial statements and related notes and other information included elsewhere in

this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual

results could differ materially from such forward-looking statements. Factors that could cause or contribute to those

differences include, but are not limited to, those identified below in this section and those discussed in the sections

titled “Risk Factors” and “Cautionary Statement Regarding Forward–Looking Statements” included elsewhere in

this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected

for any period in the future.

Overview

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology

solutions acquired or licensed from MNCs with the intent to maximize values for investors and other stakeholders

through positive cash flow generated through holding long term positions in our Operating Companies. Refer to the

section entitled “Business” elsewhere in this prospectus for a detailed discussion of our business activities.

Segments

Based on the allocation of resources and assessment of financial performance by our Chief Executive Officer

(“CEO”) (who has been determined to be our Chief Operating Decision Maker), we have identified one reportable

segment: Technology (the “Technology segment”). The Company’s remaining operations are not reportable

segments and are classified as “Other”. “Other” primarily includes the Company’s remaining operations consisting

of Innventure’s original platform business, service activities, Refinity and equity method investment activities.

The Business Combination

On October 24, 2023, Learn CW and Innventure LLC entered into a Business Combination Agreement with

Holdco, LCW Merger Sub and Innventure Merger Sub. On September 30, 2024, the stockholders of Learn CW

approved the Business Combination, and the Business Combination closed on the Closing Date. The Business

Combination has been accounted for using the acquisition method of accounting. The Company determined the

accounting acquirer to be Holdco. Accordingly, the Company recorded assets acquired, liabilities assumed and non-

controlling interest at their acquisition date fair values and recognized goodwill.

As a consequence of the Business Combination, Innventure, Inc. is the successor to an SEC-registered and

NASDAQ listed company which will require Innventure to hire additional personnel and implement procedures and

processes to address public company regulatory requirements and customary practices. Innventure expects to incur

additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance,

director fees and additional internal and external accounting and legal and administrative resources, including

increased audit and legal fees.

Innventure’s future results of consolidated operations and financial position may not be comparable to historical

results as a result of the Business Combination.

Financial Summary

Highlights

The year ended December 31, 2024 includes the following highlights:

•Innventure’s Technology segment began generating revenue related to its cooling systems for data centers.

•Total operational expenses of approximately $10,506 and $12,517, respectively, relate to increased costs

associated with public readiness activities connected with the Business Combination and the subsequent

reporting requirements related to being a public entity for the Successor (as defined below) period from

October 2, 2024 through December 31, 2024 and the Predecessor (as defined below) period from January 1,

2024 through October 1, 2024.

•Cash inflows from equity raises were approximately $19,552 and $26,981, respectively, for the Successor

period from October 2, 2024 through December 31, 2024 and the Predecessor period from January 1, 2024

through October 1, 2024. These cash inflows from equity raises are compared to net cash outflows related

to operating, investing and remaining financing activity of $8,478 and $13,345, respectively, for the

Successor period from October 2, 2024 through December 31, 2024 and the Predecessor period from

January 1, 2024 through October 1, 2024.

•As a result of the Business Combination, $187,500 of intangible assets and $667,936 of goodwill were

recognized. Overall, $147,515 of net identifiable assets were acquired.

Results of Operations for the Years Ended December 31, 2024 and 2023 (in thousands, except as otherwise

noted)

To reflect the application of different bases of accounting as a result of the Business Combination, the tables

provided below separate the Company’s results via a black line into two distinct periods as follows: (1) up to and

including the Closing Date (labeled “Predecessor”) and (2) the period after that date (labeled “Successor”). The

periods after October 1, 2024 are the “Successor” period while the periods before October 2, 2024 are the

“Predecessor” periods.

Management believes reviewing our operating results for the twelve-months ended December 31, 2024 by

combining the results of the Predecessor and Successor periods (“S/P Combined”) is more useful in discussing our

overall operating performance when compared to the same period in the prior year. The combined results of

operations included in our discussion below are not considered to be prepared in accordance with U.S. GAAP and

have not been prepared as pro forma results under applicable regulations, may not reflect the actual results we would

have achieved had the Business Combination occurred at the beginning of fiscal 2024 and should not be viewed as a

substitute for the results of operations of the Predecessor and Successor periods presented in accordance with

GAAP. Accordingly, in addition to presenting our results of operations as reported in our consolidated financial

statements in accordance with GAAP, the tables below present the non-GAAP combined results for the year.


	Successor	Predecessor	S/P Combined (Non-GAAP)	Predecessor	Non-GAAP
	Period from October 2, 2024 through December 31, 2024	Period from January 1, 2024 through October 1, 2024	Year ended December 31, 2024	Year ended December 31, 2023	2024 vs 2023 Changes
	($)	($)	($)	($)	($)	(%)
Revenue	456	764	1,220	1,117	103	9.2%

Operating Expenses
Cost of sales ........................................................	3,752	777	4,529	—	4,529	nil
General and administrative .................................	29,652	26,608	56,260	17,589	38,671	219.9%
Sales and marketing ............................................	2,009	4,178	6,187	3,205	2,982	93.0%
Research and development .................................	5,340	5,978	11,318	4,001	7,317	182.9%
Total Operating Expenses	40,753	37,541	78,294	24,795	53,499	215.8%

Loss from Operations	(40,297)	(36,777)	(77,074)	(23,678)	(53,396)	225.5%

Non-operating (Expense) and Income
Interest expense, net ...........................................	(1,132)	(1,300)	(2,432)	(1,224)	(1,208)	98.7%
Net gain (loss) from investments ........................	—	11,547	11,547	(6,448)	17,995	279.1%
Net (loss) gain on investments - due to related parties ..................................................................	—	(468)	(468)	232	(700)	(301.7)%
Change in fair value of financial liabilities .........	(20,946)	(478)	(21,424)	766	(22,190)	(2,896.9)%
Equity method investment (loss) income ...........	(902)	893	(9)	(632)	623	(98.6)%
Loss on conversion of promissory notes ............	—	(1,119)	(1,119)	—	(1,119)	nil
Write-off of loan commitment fee asset .............	(10,041)	—	(10,041)	—	(10,041)	nil
Miscellaneous other expense ..............................	(57)	(64)	(121)	—	(121)	nm*

Total Non-operating (Expense) Income	(33,078)	9,011	(24,067)	(7,306)	(16,761)	229.4%
Income tax expense (benefit)	(3,282)	432	(2,850)	—	(2,850)	nm*

Net Loss	(70,093)	(28,198)	$(98,291)	(30,984)	(67,307)	217.2%
Less: net loss attributable to
Non-redeemable non-controlling interest ...........	(8,339)	(11,762)	$(20,101)	(139)	(19,962)	14,361.2%

Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders	(61,754)	(16,436)	(78,190)	(30,845)	(47,345)	153.5%

Other comprehensive income, net of taxes:
Unrealized gain on available-for-sale debt securities - related party ......................................	909	62	971	—	971	nil
Total other comprehensive loss, net of taxes	909	62	$971	—	971	nil

Total comprehensive loss, net of taxes	(69,184)	(28,136)	(97,320)	(30,984)	(66,336)	214.1%
Less: comprehensive income attributable to
Non-redeemable non-controlling interest ...........	(8,339)	(11,762)	(20,101)	(139)	(19,962)	14,361.2%

Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders	(60,845)	(16,374)	(77,219)	(30,845)	(46,374)	150.3%

__________________

*not meaningful

Revenue

Revenue was $456 for the Successor period from October 2, 2024 through December 31, 2024, $764 for

Predecessor period from January 1, 2024 through October 1, 2024 and $1,117 for the Predecessor year ended

December 31, 2023. Revenue for the combined twelve months ended December 31, 2024 was $1,220, an increase of

$103, or 9.2%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was

primarily due to new product sales within the Technology segment during the combined twelve months ended

December 31, 2024. The increase was partially offset by non-recurring consulting revenue provided to certain third

parties for the Predecessor year ended December 31, 2023.

Cost of sales

Cost of sales was $3,752 for the Successor period from October 2, 2024 through December 31, 2024, $777 for

Predecessor period from January 1, 2024 through October 1, 2024 and nil for the Predecessor year ended

December 31, 2023. Cost of sales for the combined twelve months ended December 31, 2024 was $4,529, an

increase of $4,529, over the comparable period for the Predecessor year ended December 31, 2023. The increase

was due to the fact that the Technology segment was pre-revenue for the Predecessor year ended December 31, 2023

and started generating revenue from product sales during the combined twelve months ended December 31, 2024.

Cost of sales relate to those costs incurred to generate the new product sale revenue as well as the amortization

expense of $2,065 associated with the recognition of intangibles of the Technology segment as part of the Business

Combination.

General and administrative

General and administrative expense was $29,652 for the Successor period from October 2, 2024 through

December 31, 2024, $26,608 for Predecessor period from January 1, 2024 through October 1, 2024 and $17,589 for

the Predecessor year ended December 31, 2023. General and administrative expense for the combined twelve

months ended December 31, 2024 was $56,260, an increase of $38,671, or 219.9%, over the comparable period for

the Predecessor year ended December 31, 2023. The increase in expenditure was primarily attributed to an increase

in professional services, legal fees and consulting fees related to the Business Combination of $17,600. The

remaining increase in expenditure was due to increased employee costs associated with increased bonuses and stock

based compensation grants.

Sales and marketing

Sales and marketing expense was $2,009 for the Successor period from October 2, 2024 through December 31,

2024, $4,178 for Predecessor period from January 1, 2024 through October 1, 2024 and $3,205 for the Predecessor

year ended December 31, 2023. Sales and marketing expense for the combined twelve months ended December 31,

2024 was $6,187, an increase of $2,982, or 93.0%, over the comparable period for the Predecessor year ended

December 31, 2023. The increase was primarily due to increased compensation costs as a result of increased

headcount across the business and increases in advertising and marketing related events and expenses associated

with the commercialization phase of the Technology segment.

Research and development

Research and Development (“R&D”) expense was $5,340 for the Successor period from October 2, 2024

through December 31, 2024, $5,978 for Predecessor period from January 1, 2024 through October 1, 2024 and

$4,001 for the Predecessor year ended December 31, 2023. R&D expense for the combined twelve months ended

December 31, 2024 was $11,318, an increase of $7,317, or 182.9%, over the comparable period for the Predecessor

year ended December 31, 2023. The increase was primarily due to an increase in employee-related costs in the

Technology segment and an increase in new product development costs.

Interest expense, net

Interest expense, net was $1,132 for the Successor period from October 2, 2024 through December 31, 2024,

$1,300 for Predecessor period from January 1, 2024 through October 1, 2024 and $1,224 for the Predecessor year

ended December 31, 2023. Interest expense, net for the combined twelve months ended December 31, 2024 was

$2,432, an increase of $1,208, or 98.7%, over the comparable period for the Predecessor year ended December 31,

2023. The increase was primarily due to an increase in facilities and borrowings between the periods as well as the

increased cost of borrowing experienced during the Successor period.

Net gain (loss) from investments

Net gain on investments was nil for the Successor period from October 2, 2024 through December 31, 2024,

$11,547 for Predecessor period from January 1, 2024 through October 1, 2024 and net loss on investments was

$6,448 for the Predecessor year ended December 31, 2023. Net gain on investments for the combined twelve months

ended December 31, 2024 was $11,547, an increase of $17,995, or 279.1%, over the comparable period for the

Predecessor year ended December 31, 2023. The increase was due to the unrealized gain on investment in PCT

owned stock via Class PCTA Units (as defined below) for the year ended December 31, 2024. The PCTA associated

assets were not recognized as part of the Business Combination.

Net (loss) gain on investments - due to related parties

Net loss on investments – due to related parties was nil for the Successor period from October 2, 2024 through

December 31, 2024, $468 for Predecessor period from January 1, 2024 through October 1, 2024 and net gain on

investments was $232 for the Predecessor year ended December 31, 2023. Net loss on investments – due to related

parties for the combined twelve months ended December 31, 2024 was $468, a decrease of $700, or 301.7%, over

the comparable period for the Predecessor year ended December 31, 2023. The decrease was primarily due to an

increase in fair value of liability - PCT stock owed to others. The PCTA associated liabilities were not recognized as

part of the Business Combination.

Change in fair value of financial liabilities

The fair value of financial liabilities increased by $20,946 for the Successor period from October 2, 2024

through December 31, 2024, increased by $478 for Predecessor period from January 1, 2024 through October 1,

2024, and decreased by $766 for the Predecessor year ended December 31, 2023. The fair value of financial

liabilities for the combined twelve months ended December 31, 2024 increased by $21,424, an increase of $22,190,

or 2,896.9%, over the comparable period for the Predecessor year ended December 31, 2023. The increase was

primarily due to increases in fair value adjustments for warrants and earnout liabilities, which were offset by

adjustments in the fair value of embedded derivative liabilities.

Equity method investment (loss) income

Equity method investment loss was $902 for the Successor period from October 2, 2024 through December 31,

2024, equity method investment gain was $893 for Predecessor period from January 1, 2024 through October 1,

2024 and equity method investment loss was $632 for the Predecessor year ended December 31, 2023. Equity

method investment loss for the combined twelve months ended December 31, 2024 was $9, a decrease of $623, or

98.6%, over the comparable period for the Predecessor year ended December 31, 2023. The loss in 2023 of $632

recognized represented nonrecurring allocated losses from the ESG Fund and AeroFlexx. The gain in 2024 was

primarily due to a non-recurring allocated gain from the ESG Fund offset by a non-recurring allocated loss from

investment of AeroFlexx.

Loss on conversion of promissory notes

Loss on conversion of promissory notes was nil for the Successor period from October 2, 2024 through

December 31, 2024, $1,119 for Predecessor period from January 1, 2024 through October 1, 2024 and nil for the

Predecessor year ended December 31, 2023. Loss on conversion of promissory notes for the combined twelve

months ended December 31, 2024 was $1,119, an increase of $1,119, over the comparable period for the

Predecessor year ended December 31, 2023. This was due to the automatic conversion of promissory notes in the

first quarter of 2024 into equity instruments which was treated as an extinguishment thereby generating a loss. There

was no equivalent transaction in 2023.

Write-off of loan commitment fee asset

Write-off of loan commitment fee asset was $10,041 for the Successor period from October 2, 2024 through

December 31, 2024, nil for Predecessor period from January 1, 2024 through October 1, 2024 and nil for the

Predecessor year ended December 31, 2023. Write-off of loan commitment fee asset for the combined twelve

months ended December 31, 2024 was $10,041, an increase of $10,041, over the comparable period for the

Predecessor year ended December 31, 2023. The increase was due to a one-time write-off of loan commitment fees

related to the WTI Fund loan and security agreement where the Company was unable to draw down subsequent loan

tranches because it had not met certain revenue and net loss targets set by the lender. These fees included warrants

and fees incurred in securing the WTI loans.

Loss attributable to non-redeemable non-controlling interests

Loss attributable to non-redeemable non-controlling interests was $8,339 for the Successor period from October

2, 2024 through December 31, 2024, $11,762 for Predecessor period January 1, 2024 through October 1, 2024 and

$139 for the Predecessor year ended December 31, 2023. Loss attributable to non-redeemable non-controlling

interests for the combined twelve months ended December 31, 2024 was $20,101, an increase of $19,962, or

14,361.2%, over the comparable period for the Predecessor year ended December 31, 2023. This was due to the

increase in Accelsius loss subject to allocable percentage during the year ended December 31, 2024 as compared to

the year ended December 31, 2023.

Unrealized gain on available-for-sale debt securities - related party

Unrealized gain on available-for-sale debt securities - related party, was a gain of $909 for the Successor period

from October 2, 2024 through December 31, 2024, a loss of $62 for Predecessor period January 1, 2024 through

October 1, 2024 and nil for the Predecessor year ended December 31, 2023. Unrealized gain (loss) on available-for-

sale debt securities - related party for the combined twelve months ended December 31, 2024 was $971, an increase

of $971, over the comparable period for the Predecessor year ended December 31, 2023. The increase was due to the

conversion of working capital advances to investments in debt securities which are classified as available-for-sale.

Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting

principles in the U.S. GAAP to supplement our consolidated financial statements. These non-GAAP financial

measures provide additional information to investors to facilitate comparisons of past and present operating results,

identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our

business activities. These measures are integral to our processes for budgeting, managing operations, making

strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net

income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA

further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of

our core operating activities. These may include stock-based compensation, acquisition costs, and other financial

items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our

operational performance, excluding the impacts of certain financing, investing, and other non-operational activities.

This measure helps in comparing our current operating results with prior periods and with those of other companies

in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of

acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for

capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs.

Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments.

While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the

future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted

EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other

companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for

GAAP financial measures.

In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the

operational performance of our business. It serves as a useful complement to our GAAP results, offering a more

comprehensive understanding of our financial health and operational efficiencies.

The following table provides a reconciliation from Net Loss to EBITDA and Adjusted EBITDA for the

specified periods:


	Successor	Predecessor	S/P Combined (Non-GAAP)	Predecessor
	Period from October 2, 2024 through December 31, 2024	Period from January 1, 2024 through October 1, 2024	Year ended December 31, 2024	Year ended December 31, 2023
Net Loss ............................................................	(70,093)	(28,198)	(98,291)	(30,984)
Interest expense, net(1) ......................................	11,173	1,300	12,473	1,224
Depreciation and amortization expense ............	5,455	146	5,601	8
Provision for income taxes ...............................	3,282	(432)	2,850	—
EBITDA ...........................................................	(50,183)	(27,184)	(77,367)	(29,752)
Transaction and other related costs(2) ...............	2,309	9,414	11,723	3,452
Change in fair value of financial liabilities(3) ...	20,946	478	21,424	(766)
Stock based compensation(4) .............................	16,338	1,056	17,394	910
Adjusted EBITDA ..........................................	(10,590)	(16,236)	(26,826)	(26,156)

_______________

(1)Interest expense, net – For the combined twelve months ended December 31, 2024, interest expense, net includes interest incurred on our

various borrowing facilities and the amortization of debt issuance costs. Additional debt issuance cost associated with a loan commitment

fee asset in the amount of $10,041 was written off in combined twelve months ended December 31, 2024 and has also been included in this

adjustment. This amount is representative of the asset associated with the second and third tranches of the WTI facility. When it became

known that we would not be able to draw on these subsequent tranches based on certain metrics contained within the WTI Facility

agreement, we immediately wrote this asset off. For the Predecessor year ended December 31, 2023, this balance is comprised entirely of

interest incurred on our various borrowing facilities.

(2)Transaction and other related costs – For the combined twelve months ended December 31, 2024 and for the Predecessor year ended

December 31, 2023 this is comprised entirely of consulting, legal, and other professional fees related to the “Business Combination.

(3)Change in fair value of financial liabilities – For the combined twelve months ended December 31, 2024 the change in fair value of

financial liabilities primarily consists of the change in fair value of the warrant liability, change in fair value of the earnout liability, and the

change in the fair value of the embedded derivative associated with convertible notes prior to extinguishment. For the Predecessor year

ended December 31, 2023, this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible

notes.

(4)Stock based compensation – For the combined twelve months ended December 31, 2024 stock based compensation primarily consisted of

awards in the 2024 Equity and Incentive Compensation Plan entered into on October 2, 2024 subsequent to the Business Combination.

These awards consisted of Stock Options, RSUs, and Stock Appreciation Rights. Further, a portion of this expense was related to share

based payment employee incentive plans in existence at Innventure LLC and other subsidiaries. For the Predecessor year ended December

31, 2023, stock based compensation was comprised wholly of share based payment employee incentive plans in existence at Innventure

LLC and other subsidiaries.

Liquidity and Capital Resources (in thousands, except as otherwise noted)

Sources of Liquidity

In assessing liquidity, we monitor and analyze cash on hand and operating expenditure commitments. Our

liquidity needs are to meet working capital requirements and operating expense obligations. To date we have

financed our operations primarily through cash flows from investing and financing activities.

The following is a summary of the components of our current liquidity:


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Cash and cash equivalents .......................................................................................	$11,119	$2,475
Restricted cash .........................................................................................................	—	100
Working capital .......................................................................................................	(45,061)	(2,504)
Accumulated deficit ................................................................................................	$(78,262)	$(64,284)

Our future liquidity requirements will depend on many factors, including funding required by our Operating

Companies, funding needed to support other business opportunities and expenditures, and funding for working

capital and general corporate purposes. Based on current expectations, we estimate we will require at least $50,000

to meet our liquidity requirements for the next 12 months.

We expect to satisfy our liquidity requirements through cash on hand, cash generated from the operations of our

Operating Companies, the SEPA with Yorkville (maximum remaining availability of approximately $72,000), the

Convertible Debentures to be issued to Yorkville, as well as proceeds from additional financings completed by us or

our Operating Companies. During the year ended December 31, 2024, the Technology segment raised

approximately $18,898 of additional equity financing, in comparison to approximately $250 during the year ended

December 31, 2023. In connection with our current business strategy, we intend to conduct additional fundraising of

up to $25,000 to fund capital expenditures and other expenses to support the growth of the business.

Bridge Financing

On August 20, 2024, the Company entered into unsecured promissory notes with two related parties for

principal amounts of $10,000 and $2,000, respectively. The Company entered into amended and restated agreements

to amend the terms of these unsecured promissory notes on October 1, 2024. As per the original agreements, the

note with the first party contained a loan fee of $1,000 which was payable with the repayment of the principal

amount of the note and the note with the second party contained interest at the rate of 11.50% per annum. The

principal amounts, loan fees and accrued interest were repayable at the earlier of October 15, 2024 and the first

business day following the date of consummation of the Business Combination.

As per the amended note with the first party, the maturity date was extended to the earlier of (i) January 31,

2025 and (ii) the first business day following the date on which the Company has sufficient capital to be able to

repay all amounts outstanding under the note and otherwise meet its expected working capital needs as determined

by the Company in its reasonable discretion. The loan fee of $1,000, required under the original agreement, became

due on or around the amendment date but as of December 31, 2024 has not yet been paid and interest will accrue at

the rate of 15.99% per annum until paid. The amendment was accounted for as a troubled debt restructuring as the

Company was provided a concession through a decrease in the effective interest rate. However, no gain or loss was

recognized as a result.

As per the amended note with the second party, the maturity date was extended to January 31, 2025 and the

interest rate was increased to 13.50% per annum. Additionally, $1,000 of the principal amount became due on or

around the amendment date but as of December 31, 2024 has not yet been paid.

On March 20, 2025, the Company entered into agreements to convert and repay the aggregate principal amount

of these unsecured promissory notes with the two related parties and, on March 24, 2025, issued shares of the

Company’s Series C preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”) and paid cash to

settle these unsecured promissory notes with the two unrelated parties. See “Certain Relationships and Related

Party Transactions” for more information.

Series B Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share,

of which, 3,000,000 of the shares of preferred stock are designated as Series B Preferred Stock. Immediately

following the Business Combination, Innventure issued 1,102,000 of Series B Preferred Stock at a purchase price of

$10.00 per share (the “Original Issue Price”) for a total amount of $11,020. See further discussion of the Series B

Preferred Stock in Note 13. Stockholders' Equity within the notes to the consolidated financial statements.

Series C Preferred Stock

5,000,000 shares of preferred stock are designated as Series C Preferred Stock. On March 24, 2025, the

Company agreed to issue an aggregate of up to 275,000 shares of the Series C Preferred Stock in a private

placement, at a price of $10.00 per share of Series C Preferred Stock, resulting in an aggregate purchase price of

approximately $2,750 before deducting fees and other estimated offering expenses. In connection with the preferred

stock purchase agreements, the Company received an aggregate amount of $1,500 in advanced funds. In

consideration of these funds, the Company issued 150,000 shares of Series C Preferred Stock to the respective

parties.

Additionally, on March 24, 2025, the Company issued 578,294 shares of Series C Preferred Stock in exchange

for the termination of a related party loan with Glockner Family Venture Fund, LP and issued 1,392,059 shares of

Common Stock in exchange for the termination of another related party loan between AeroFlexx Packaging

Company, LLC and Auto Now Acceptance Co., LLC. Further, on March 24, 2025, the Company issued an

aggregate of 300,000 shares of Series C Preferred Stock for financial advisory and merchant banking services

rendered. See further discussion of the Series C Preferred Stock in the sub-section titled “Bridge Financing” above

and in Note 21. Subsequent Events within the notes to the consolidated financial statements.

Convertible Debentures

On March 25, 2025, the Company entered into the Securities Purchase Agreement to the issuance and sale of

the Convertible Debentures with an aggregate principal amount of up to $30,000. These Convertible Debentures will

be convertible into Conversion Shares. On April 14, 2025, the Company issued $20,000 in aggregate principal

amount of Convertible Debentures. Additionally, the Company will issue an additional $10,000 in aggregate

principal amount of Convertible Debentures after both (i) the registration statement filed with the SEC registering

the resale of the Conversion Shares is declared effective by the SEC and (ii) the Company receives stockholder

approval. The Convertible Debentures will not bear interest unless an event of default occurs, in which case the

Convertible Debentures will bear interest at an annual rate of 18%. The Convertible Debentures will mature 15

months after the First Closing Date and can be converted into shares of Common Stock at a conversion price to be

determined. The Convertible Debentures were and will be issued at an original issue discount of 10%. In connection

with the Securities Purchase Agreement, the Company agreed to issue warrants to purchase up to 300,000 shares of

Common Stock to the WTI Lenders. These warrants serve as consideration for the WTI Lenders’ consent to the

transaction. The warrants have an exercise price of $0.01 per share and are exercisable until March 31, 2035, with

additional customary rights and protections. See further discussion of the Convertible Debentures in Note 21.

Subsequent Events within the notes to the consolidated financial statements.

Cash Flows

Cash flows associated with operating, investing and financing activities for the years ended December 31, 2024

and 2023 are summarized as follows:


	Successor	Predecessor	S/P Combined 2024	Predecessor	Change
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2024	Year ended December 31, 2023	Amount	% Change
Net Cash Used in Operating Activities .............................................	$(29,214)	$(18,848)	$(48,062)	$(19,476)	$(28,586)	146.8%
Net Cash Provided by (Used in) Investing Activities .............................	6,822	(5,957)	865	(4,667)	5,532	118.5%
Net Cash Provided by Financing Activities .............................................	33,466	38,441	71,907	19,174	52,733	275.0%
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash ....................................................	$11,074	$13,636	$24,710	$(4,969)	$29,679	(597.3)%

Net Cash Used in Operating Activities

Cash flows used in operating activities were $48,062 for the combined twelve months ended December 31,

2024, as compared to $19,476 for the year ended December 31, 2023, an increase of $28,586, or 146.8%. The

increase is primarily related to change additional costs incurred in connection with the Business Combination,

increased employee compensation costs associated with increased headcount. In addition, there was an increase in

R&D costs at the Technology segment.

Net Cash Provided (Used in) by Investing Activities

Cash flows provided by in investing activities were $865 for the combined twelve months ended December 31,

2024, as compared to cash flows used in investing activities of $4,667 for the year ended December 31, 2023, an

increase of $5,532 or 118.5%. The increase is primarily related cash withdrawn from the trust as a result of the

Business Combination offset by to loans to an equity method investee and acquisitions of property, plant and

equipment.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities were $71,907 for the year ended December 31, 2024, as compared

to $19,174 for the year ended December 31, 2023, an increase of $52,733 or 275.0%. The increase is primarily

related to proceeds from issuance of equity and debt financing, partially offset by increased repayment of debt.

Indebtedness

Refer to Note 5. Borrowings to our consolidated financial statements for the years ended December 31, 2024

and 2023 included in the consolidated financial statements included elsewhere in this prospectus for a discussion of

our indebtedness.

Contractual Obligations

The following table presents a summary of our contractual obligations, including payments due by period, as of

December 31, 2024:


	2025	2026	2027	2028	Thereafter	Total
Operating lease ..............................................	299	351	94	—	—	744
Debt obligations ............................................	14,625	7,295	8,244	4,561	—	34,725
Total ..............................................................	14,924	7,646	8,338	4,561	—	35,469

Going Concern

We have experienced recurring losses from operations and negative cash flows from operating activities. In

addition, we had, and may potentially continue to have, an ongoing need to raise additional cash from outside

sources to fund our growth plans and related operations. We believe the successful transition to attaining profitable

operations is dependent upon achieving a level of revenues from our Operating Companies adequate to support our

cost structure. In connection with our assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

doubt about our ability to continue as a going concern within one year after the date of the consolidated financial

statements included elsewhere in this prospectus. If we are unable to realize our assets, obtain adequate capital from

the SEPA or otherwise generate sufficient revenues to support our cost structure within the normal operating cycle

of a twelve (12) month period, we may have to consider supplementing our available sources of funds through the

following sources:

•other available sources of financing from banks and other financial institutions;

•capital financing; or

•financial support from our related parties and shareholders.

We can make no assurances that required financings will be available for the amounts needed, or on terms

commercially acceptable to us, if at all. If one or all of these events does not occur or subsequent capital raises are

insufficient to bridge financial and liquidity shortfalls (or both), there would likely be a material adverse effect on

our business and financial condition that would materially adversely affect our ability to continue as a going

concern. See “Risk Factors — Risks Related to Innventure’s Business – There is uncertainty regarding Innventure’s

ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about its

ability to continue as a going concern.”

The consolidated financial statements have been prepared assuming that we will continue as a going concern

and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Use of Estimates

Refer to Note 2. Accounting Policies to our consolidated financial statements for the years ended December 31,

2024 and 2023 included elsewhere in this prospectus for a discussion of our critical accounting policies.

BUSINESS

Overview

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology

solutions that we acquire or license from technology innovators. These technology innovators are typically MNCs

but need not be MNCs. In connection with the founding of a new company, we look to establish a collaborative

relationship with at least one MNC that (1) has expressed a need for, and an interest in using or distributing, the

specific technology that we intend to commercialize and (2) we expect will become a channel partner capable of

providing a path to market adoption, distribution and/or revenue for the new company. This collaborating MNC,

which we refer to as a channel partner, may be the entity from which we source the technology or it may be an

unrelated entity. As owner-operators, our goal is to take what we believe to be breakthrough technologies from

evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as we build disruptive

companies that we believe have the potential to achieve a target enterprise value of at least $1 billion. When we say

“disruptive,” we mean innovations that, in our opinion, have the ability to significantly change the way businesses,

industries, markets, and/or consumers operate. We have launched four such companies since inception: PureCycle in

late 2015 (technology initially sourced from P&G), AeroFlexx in 2018 (technology sourced from P&G), and

Accelsius in 2022 (technology initially sourced from the Nokia), and Refinity in 2024 (technology initially sourced

from the VTT; collaboration agreement with Dow signed). PureCycle became a publicly traded company in 2021

and, as of the date of this prospectus, Innventure no longer has an economic interest in PureCycle. We refer to

AeroFlexx, Accelsius and Refinity as “Innventure Companies” and to the Innventure Companies along with those

subsidiary companies that Innventure may found, fund, and operate going forward as the “Operating Companies.”

Innventure’s approach to identifying and commercializing disruptive technology opportunities is designed to

help mitigate the risks associated with building start-up businesses by sourcing technology from MNCs and other

technology innovators. An important part of our approach is our collaboration with MNCs. These relationships give

us access to disruptive opportunities, a combination of thoroughly researched and well-protected technology

solutions that potentially satisfy unmet market needs, along with market data and customer insights unavailable to

most new ventures. We seek MNC relationships that we believe can provide value as channel partners and serve as

catalysts for market adoption of the technology solutions we look to commercialize.

We use our systematic, repeatable DownSelect (as defined below) process to analyze each opportunity across a

range of key success factors, including: (1) the disruptive potential, (2) the likelihood for accelerated early adoption

driven by economic value creation, (3) the potential to materially address sustainability issues and drive economic

value for business-to-business (“B2B”) customers, (4) the ability to create sustainable competitive advantage, (5) the

projected ability to generate rapid, sizable financial returns and (6) the potential to create target enterprise value of at

least $1 billion. DownSelect uses MNC’s proprietary market and customer data along with our own rigorous

analytics to assess each opportunity and seeks opportunities for the MNC to help accelerate early market adoption

by becoming early customers or offering channel access.

The DownSelect process consists of four separate phases, with successive phases building on work done in the

previous phases and deepening the level of analyses done as opportunities progress through the process.

Phase 1 – Opportunity Screen: Innventure’s team screens opportunities that are reflective of the four

dimensions of the DownSelect Process; (1) technology developed by an MNC or other technology innovator, (2)

significant market need, (3) transformative solution and (4) strategic execution. We analyze high level business,

financial, and technology issues to determine if the opportunity meets our key success criteria.

Phase 2 – Critical Factor Assessment: We identify, assess, and prioritize an opportunity’s critical success and

risk factors and develop a plan (to be executed in Phase 3) for in-depth systematic evaluation to quantify value,

address critical factors for success of a new business built around the opportunity, and mitigate risk factors. This is

an internal assessment to determine if an opportunity is sizable, transformative, and meets the minimum threshold

for advancement.

Phase 3 – Comprehensive Quantification: The Innventure team conducts a comprehensive review across all

DownSelect dimensions. A core focus is on quantitative analysis and strategy of the immediate new value created

for customers. We quantify the potential economic value to the B2B customer, create a pricing model that is

sufficiently compelling to predictably drive early adoption, and conduct bottoms-up, real-world testing to further

validate key hypotheses, especially around enabling critical success factors and mitigating critical risks. We develop

initial financials, including revenue models and capital and operating cost estimates; define preliminary

organizational structures and business plans; conduct field validations, often including prospective customer

interviews, pilot manufacturing and additional concept and product testing, to help validate critical assumptions.

For an opportunity that successfully passes through Phase 3, the DownSelect team, in collaboration with

Innventure senior leadership, recommends to the Board that the opportunity move to Phase 4 and proceed to create a

new Innventure Company.

Phase 4 – Strategy & Formation: We set the initial strategy, including go-to-market strategies and initial

business plan, for the Innventure Company, secure control of the technology via licensing or ownership, and create

the new company.

The DownSelect process typically takes six to nine months, though it may take as little as a few weeks to

decline an opportunity and as long as a year or more from the start of Phase 1 to full approval to launch a new

company. The process is managed by the DownSelect team with support from the broader Innventure team as well

as external subject matter experts as required. The primary goal of the process is to confirm that an opportunity

meets the key DownSelect criteria, and that we believe that the business has the potential to achieve or exceed a

target enterprise value of at least $1 billion. At the completion of the DownSelect process, a new Innventure

Company is created, and the approved opportunity is transferred to the new company, at which time Innventure

appoints the board of directors and initial management team, typically consisting of Innventure principals and

personnel. Innventure selects executives and managers who it believes to have the requisite technical and operational

expertise to scale enterprises built around disruptive technologies. Previously, Innventure owned and operated the

Innventure Companies and maintained control at least through early scaling. As part of the new Disruptive

Conglomerate Model, Innventure intends to retain majority (or sole) ownership.

When an opportunity satisfies our DownSelect criteria, we seek to acquire or license the technology solution

from the MNC or other technology innovators and use the initial business plans developed during our DownSelect

process as the basis to launch a new “Innventure Company” with initial funding provided by Innventure. From an

investor perspective, this model is intended to bring founder shares of a company with a target enterprise value of at

least $1 billion onto the Innventure balance sheet, which we believe can provide excellent potential returns for

Innventure shareholders as described in more detail in this section.

Historically, and prior to the Business Combination, the Innventure model targeted exits for our new companies

at 5-7 years after inception through a sale, initial public offering or merger, including a merger with a special

purpose acquisition company. In 2024, we determined that this approach could result in exiting companies prior to

creating their maximum shareholder value.

As we continue to advance the Innventure model, we have moved to an approach designed to allow us to build

and hold companies, with goals of generating positive cash flows of one or more majority-owned new Innventure

companies and maximizing value for investors and other stakeholders. As part of our recently adopted “Disruptive

Conglomerate Model,” Innventure intends to retain majority (or sole) ownership. We believe that holding majority

stakes in companies allows those companies to mature further and gives us the opportunity to derive greater value

from those companies as we operate them over the long term. We are currently deploying this model for Accelsius

and Refinity. While an opportunistic sale or other disposition of one or more of our majority-held companies could

occur in the future, exit transactions are not expected to be a factor in the business plans for Accelsius or Refinity or

for future Operating Companies.

Innventure was founded in 2015 and currently operates its business under a Delaware limited liability company

that was formed in 2017. Innventure is a Delaware corporation following the closing of the Business Combination.

Our phone number is (321) 209-6787. Our website is www.innventure.com. Information contained on or accessible

through our website is not incorporated by reference into this prospectus and should not be considered a part of this

prospectus.

We are led by Gregory W. (Bill) Haskell, our CEO, who also serves as a Class I Director; David Yablunosky,

our Chief Financial Officer (“CFO”), who also serves as a Class II Director; our Founders, Mike Otworth, who also

serves as our Executive Chairman, and Dr. John Scott, who also serves as our Chief Strategy Officer; and Roland

Austrup, our Chief Growth Officer; and a strong team of senior leaders that bring experience and expertise in scaling

start-ups, capital markets, operations, marketing, and technology evaluation.

Corporate Structure

As of March 7, 2025, Innventure LLC owns 37.9% of AeroFlexx, and the remainder of AeroFlexx is

collectively owned by Innventure and AeroFlexx directors, officers and employees (9.0%); Innventus ESG Fund I,

L.P. (the “ESG Fund”) (34.7%); and investors external to Innventure and AeroFlexx (18.4%). Further, as of March

7, 2025, Innventure LLC owns 52.7% of Accelsius, and the remainder of Accelsius is collectively owned by

Innventure and Accelsius directors, officers, and employees (25.5%), the ESG Fund (4.1%), and investors external

to Innventure and Accelsius (17.7%). As of March 7, 2025, Innventure LLC owns 71.8% of Refinity Holdings, LLC

(“Refinity Holdings”), an affiliate of Dow is expected to own 5.0%, and the remainder of Refinity Holdings is

collectively owned by Innventure and Refinity Holdings directors, officers, and employees (28.2%). Refinity

Holdings owns 100% of Refinity. Innventure, through Innventure LLC as its subsidiary, owns 37.9%, 52.7% and

71.8% of AeroFlexx, Accelsius and Refinity Holdings, respectively.

Following the Business Combination, the Class PCTA Units and Class I Units (as defined below) remain

outstanding and their holders retain the limited voting rights attendant thereto with respect to matters concerning

Class PCTA and Class I business. Innventure otherwise owns all of the membership interests in Innventure LLC.

Following the Business Combination, Innventure’s wholly owned subsidiaries, Innventure Management

Services, LLC (“Management Services”) and Innventure GP LLC (“Innventure GP”) continue to serve as the

manager and general partner, respectively, of the ESG Fund and, correspondingly, Innventure will continue to

accrue management fees for providing investment management services to the ESG Fund. Following the Business

Combination, the ESG Fund owns 32.5% of AeroFlexx and 4.3% of Accelsius.

The ESG Fund was formed on August 17, 2018, and commenced operations on the same day. The ESG Fund

was formed to make venture capital (“VC”) investments in and contribute capital to certain Innventure Companies.

Innventure’s wholly owned subsidiaries, Management Services and Innventure GP, serve as the manager and

general partner, respectively, of the ESG Fund. Voting and investment power over the ESG Fund’s investments,

including the AeroFlexx and Accelsius units held by the ESG Fund, is exercised by the investment committee of

Management Services, which consists of Roland Austrup (Innventure’s Chief Growth Officer), Lucas Harper

(Innventure’s Chief Investment Officer), and Dr. John Scott (Innventure’s Chief Strategy Officer). The Company,

through Innventure LLC, earns management fees for providing investment management services to the ESG Fund.

Market Opportunity

In 2022 alone, the top 100 companies by R&D expenditure spent over $700 billion on R&D. Many patents fail

to be commercialized for various reasons, including misalignment with core business strategies, lack of

commercialization resources, and poor timing in the market. While MNCs excel at developing well-protected

technologies for their existing businesses, we believe that many MNCs invent additional technologies with

significant potential value that may best be realized by a different approach. Our goal is to collaborate with MNCs to

commercialize these high potential technology assets, providing a return on the R&D investment and, most

importantly, creating products and services based on those technology solutions that will benefit the MNCs and their

customers. We look to source technology solutions that come with a strong IP portfolio, market data that supports

business plan development, and channel access that helps accelerate the commercialization timeline for the

disruptive new company. Technologies can be sourced from MNCs, as well as from other technology innovators.

Closed Loop Partnership Model

Our Closed Loop partnership model is designed to capitalize on Innventure’s, MNCs’ and other technology

innovators’ respective complementary capabilities. MNCs and others fund extensive R&D programs which create

technology solutions with the potential to satisfy significant unmet market needs. MNCs also have the potential to

serve as valuable channel partners that can provide paths to distribution and/or revenue for our operating companies.

We use the term “Closed Loop partnership model” to describe an ongoing collaboration in which (1) the MNC

typically provides proprietary insights and data about the markets they serve, particularly focusing on unmet needs

or unsolved customer problems in those markets, as well as access to the market via existing channels and/or

customers; and (2) IP-protected technology solutions that satisfy those unmet needs are sourced from that MNC or a

different MNC or technology innovator. In furtherance of our Closed Loop partnership model, Innventure assesses

the relevant technology solution and, if it meets Innventure’s rigorous screening criteria, Innventure seeks to acquire

or license the solution and use it as the basis for a new Innventure company. A Closed Loop partnership can be one

in which the MNC itself is an initial customer for the product or service of the new Innventure company and where

early adoption of the solution by the MNC helps enable rapid growth of the new company. Alternatively, technology

may be sourced from an entity that is not an MNC or that is not a potential channel partner if Innventure believes

that it can establish a relationship with an MNC that will serve as a channel partner that can enable market adoption

of the technology that Innventure seeks to commercialize.

Potential Benefits to Innventure

For Innventure, the Closed Loop partnership model seeks to provide access to disruptive, developed technology

solutions from MNCs and other technology innovators that satisfy well-understood and unmet market needs along

with the proprietary market and customer data to help Innventure advance the development and commercialization

approach. Some of the potential benefits to Innventure include the following:

•Access Advantage: The relationship with an MNC provides unique access to MNC technologies and/or the

information needed to help Innventure evaluate a disruptive technology solution in the context of specific

unmet market needs. Using both data from the MNC and its own evaluations, Innventure determines if the

opportunity should progress to a new Innventure Company.

•Developed Technology Solutions: MNCs invest significant time, money, and technical expertise in

developing and protecting innovative technology solutions that satisfy unmet market needs for them and

their customers. This all occurs well before Innventure acquires the technology solution. A new Innventure

Company that sources the technology solution from an MNC—including IP such as patents and trade

secrets, product prototypes, manufacturing equipment, and other assets—has access to the MNC’s technical

expertise for transfer and early industrialization of the technology, all of which helps reduce

commercialization time, save money, and mitigate common risks inherent to start-ups.

•Institutional Data Set: MNCs also spend significant time and money developing deep, proprietary market

knowledge, which is very difficult for a typical new venture to replicate. MNCs are in a position to provide

Innventure with highly robust data, including market insights and customer testing, to understand unmet

market needs and to assess the technology solution and potential business models.

•Early Customer Adoption: We believe MNCs with which we collaborate will be motivated to catalyze

market adoption of a technology solution by becoming early customers and/or providing channel access to

facilitate the initial customer base to drive financial and strategic value. When Innventure sources

technology from an entity that is not expected to be a channel partner, it seeks to establish a relationship

with an MNC that will serve as a channel partner for the new company. In some cases, MNCs may choose

to sign offtake agreements with the new company and/or facilitate access to prospective customers within

their sphere of influence (e.g., suppliers or customers). We believe when an MNC is the original

“inventor” or an early adopter of the technology solution, it may bring immediate credibility to the new

Innventure Company which can lead to greater interest from potential customers.

Business Model Today

Innventure’s business model is the culmination of lessons learned over the past three decades. In 1993, when the

first version of what is now Innventure was created, we studied both failed and successful startups to understand

how to identify and manage risks to achieve a higher success rate for early-stage companies. We believe we have

built a repeatable, systematic, risk managed approach to business building that is substantially different from

traditional VC models. Innventure is not a venture capital company. VCs typically make many minority investments,

assuming that only a small percentage will succeed and do not operate the underlying companies. In contrast to this

approach, Innventure maintains controlling stakes in a limited number of operating companies that we vet, launch,

build, fund and operate, with the goal of operating these companies over a long-term period. The Innventure model

is designed to help mitigate the significant risks inherent to establishing and building disruptive businesses.

Using our proprietary DownSelect approach, we focus on assessing and mitigating risk well before the new

Innventure Company is formed. When we do launch, we believe new Operating Companies are more mature than

typical startups, due to the extensive investment by the MNC or other technology innovators in developing

technology solutions, the rigor of the Innventure DownSelect process, and the experience of our Innventure

company leaders. This prospective head start, coupled with the other components of the Innventure model, are

designed to yield a higher success rate than other start-ups and VC-backed companies.

The Business Combination

On October 24, 2023, Learn CW and Innventure LLC entered into the Business Combination Agreement with

Holdco, LCW Merger Sub and Innventure Merger Sub. On September 30, 2024, the stockholders of Learn CW

approved the Business Combination, and the Business Combination closed on the Closing Date. The Business

Combination has been accounted for using the acquisition method of accounting. The Company determined the

accounting acquirer to be Holdco. Accordingly, the Company recorded assets acquired, liabilities assumed and non-

controlling interest at their acquisition date fair values and recognized goodwill.

Pursuant to the Business Combination Agreement, among other things, (i) LCW Merger Sub merged with and

into Learn CW, with Learn CW as the surviving company of the LCW Merger and (ii) Innventure Merger Sub

merged with and into Innventure, with Innventure LLC as the surviving entity of the Innventure Merger. Following

the Mergers, each of Learn CW and Innventure LLC became a subsidiary of Holdco, and Holdco became a publicly

traded company. Holdco changed its name to Innventure, Inc. in connection with the Business Combination.

Sustainability as a Value Driver

We believe sustainability issues create new markets and are primary drivers of revenue, cost, and risk that

impact value creation for long-term business performance for many of the verticals in which Innventure focuses.

MNCs and others are increasingly focused on sustainability. The Innventure model is designed to help MNCs and

others meet their sustainability goals by building companies around technology solutions that deliver sustainability

benefits and assist MNCs and others in achieving their stated sustainability objectives. Our approach is that

sustainability must first be economically viable. We focus on opportunities that we believe are commercially viable

and profitable over time scales measured in decades and that provide a positive impact on the planet. As

demonstrated by the success of PureCycle, Innventure Companies not only have the potential to create economic

value but have also progressed products that have potential for significant positive impact on the environment.

•PureCycle: Purifies and recycles post-industrial and post-consumer polypropylene waste back to a like

virgin grade polymer, usable across a broad range of applications and markets. PureCycle became a

publicly traded company in 2021 and, as of the date of this prospectus, Innventure no longer has an

economic interest in PureCycle.

•AeroFlexx: Combines the best attributes of flexible pouches and rigid bottles to provide consumer packaged

goods (“CPG”) companies with a novel, curbside recyclable primarily liquid package that uses up to 85%

less virgin plastic than standard rigid bottles, significantly simplifies packaging supply chains, and enables

innovative package shapes and creative artwork. AeroFlexx is in the early stages of operations and is

beginning to ramp up its commercial production capabilities. The current manufacturing footprint installed

and on order is projected to be sufficient to meet projected demand through mid-2025.

•Accelsius: Delivers a transformative industry solution to thermal management to central processing units

(“CPUs”) and graphics processing units (“GPUs”) in datacenter and telecommunications applications, with

potential to allow operators to increase computational throughput and capacity, increase revenue, reduce

operating costs, increase energy efficiency, and drive sustainability across server, switching, and edge

computing environments. Accelsius is an early-stage company that is just beginning revenue-generating

operations. Accelsius has been focused on developing and commercializing data center cooling products

since its inception in 2022 and delivered customer proof-of-concept pilots in Q2 2024.

•Refinity: Intends to commercialize process technologies for converting low cost, abundant plastic waste to

drop-in chemicals directly useful in and consumable by the existing petrochemical supply chain.

Innventure is committed to long-term sustainability and making the planet a better place to live for all, while

simultaneously creating significant enterprise value for our shareholders.

Competition

We view our competition through two frameworks: competition to acquire technologies from MNCs and other

technology innovators and competition faced by our Operating Companies.

Other Technology Acquirers

We believe we have a unique offering for MNCs and other technology innovators looking to monetize and

commercialize their R&D. We believe VC firms and other potential acquirers who are active in the market typically

do not possess the in-house business creation and operations management that is at the core of the Innventure

strategy. Some VCs and other potential acquirers invest in companies who license IP from universities, nonprofit

research institutes, or national laboratories. In those cases, the VC and other potential acquirer need to spend

significant time and effort building an initial team and starting the business, then transferring and often further

incubating technology, developing products, and defining business plans. We don’t believe any VCs and other

potential acquirers have a business model that is as comprehensive, vertical agnostic and focused on creating new

companies that can achieve a target enterprise value of at least $1 billion as Innventure.

Other potential competition might include individual entrepreneurs looking to purchase technology solutions

from an MNC or other technology innovator. We believe that while individual entrepreneurs may have the right

technical or business skills, they frequently lack the credibility and financial resources to meet the requirements for

the top, most disruptive technologies resident in MNCs and other technology innovators. We also believe these

entrepreneurs can lack the resources and business infrastructure to quickly establish a new company, reducing the

likelihood of a successful commercialization process. Members of Innventure’s core team have put into practice

various components of the DownSelect model for choosing opportunities to scale over the past thirty years. This

history, along with our ability to work in collaboration with Technology Solutions Providers, are key drivers of

Innventure’s success to date and critical to Innventure’s future growth.

Innventure Company Competition

The competition at the Innventure Company subsidiary level varies by company and by the markets they serve.

The examination of the competitive landscape is a key component of the DownSelect process. Innventure is focused

on building companies that have unique products that will transform industries. More detail on competition for both

AeroFlexx, Accelsius and Refinity are provided below in the business sections related to each company.

Intellectual Property

For an opportunity that meets all DownSelect criteria and for which Innventure enters into a contract to license

or acquire technology from an MNC or another technology innovator, Innventure focuses on acquiring commercial

control of the application of all IP related to the specific opportunity. Each such contract is unique is crafted to

address long-term value sharing among Innventure, the new Innventure Company, and the technology provider.

Such a contract typically involves Innventure or the new Innventure company acquiring or licensing the IP for use in

defined applications and geographies, and Innventure’s objective is to maintain maximum freedom to practice (with

unlimited access and control as the primary goal) across many applications, industries, markets, and geographies for

the new company which will be built around and, ideally, ultimately take ownership of the IP. In some cases,

Innventure will license IP instead of fully acquiring the rights, but the license must provide that Innventure and the

new company has sufficient exclusive access to practice and commercialize a technology solution defined by the IP

across the broadest set of applications, industries, markets, and geographies in order to meet Innventure’s goals.

Also in selected cases, Innventure may agree to a limited number of applications, industries, markets, and/or

geographies if the MNC or other technology innovator intends to use the IP in one or more existing business(es), and

Innventure often provides a grant-back license to practice the IP for its own business but not for sale or sharing with

other unaffiliated enterprises.

Since most opportunities are enabled by novel technology solutions, IP typically includes but is not limited to

invention disclosures, patent applications, granted patents, trademarks, trade secrets, institutional know how, process

and product prototypes, pilot and demonstration systems, process and product plans and designs, market data,

customer insights, customer and market testing and validation, field, and production data, related to the technology

solution. In selected cases, IP may relate to a business or service model innovation.

Each new Innventure Company, including AeroFlexx, Accelsius and Refinity, develops or intends to develop

company-specific IP strategies that build on and expand their IP portfolios to provide protection of processes,

products, services, business models, and other innovations and support the continued growth of the companies. For

example, Accelsius is based on a two-phase direct-to-chip passive liquid cooling technology acquired from Nokia,

which Accelsius productized as an active, pumped solution to design approaches to solve the challenge of increasing

server rack power density and meet the rising demand for efficient cooling systems in datacenters and

telecommunication systems.

Human Capital Management

Total Compensation and Rewards

We provide competitive compensation and benefits, which include market-based pay keyed to relative industry

data. We offer a full complement of health and welfare benefits such as health, dental, vision, life insurance, and

accidental death and dismemberment insurance. A 401(k)-retirement plan with company match is offered. In

addition, employees are granted equity awards in newly created Innventure Companies through various programs to

promote equity proprietorship opportunities.

Workforce Culture

We focus on building a workforce that is responsive to customer needs, attentive to being efficient and cost

conscious for our financial stakeholders, and entrepreneurial and innovative in seeking to create new disruptive

companies. We actively recruit talent that builds a culture reflective of the desires and the needs of the customers we

partner with and serve. We actively support equal opportunity employment and provide a working environment of

equity and inclusion for all employees.

Employees

The aggregate number of employees employed by us and contractors engaged across Innventure, AeroFlexx,

Accelsius and Refinity as of March 14, 2025 was 153.

Accelsius

Overview

Accelsius provides a direct-to-chip liquid cooling solution for servers (and other computing devices) in data

centers and edge computing locations. Accelsius aims to exploit three powerful industry trends that it believes are

converging:

•an exponential predicted increase in the thermal footprint, or thermal design power (“TDP”), of server and

GPU chipsets which are now beginning to exceed the capability of the incumbent refrigerated-air cooling

systems;

•increased and unpredictable global energy costs; and

•an increased level of commitment to environmental sustainability, including from C-suites and corporate

management teams.

Reducing data center power usage is a significant opportunity to meet public ESG commitments, but the

predicted increase in TDP of future servers will make this extremely challenging.

Accelsius has developed NeuCool, a direct-to-chip liquid cooling solution using a scalable closed loop two-

phase system with a dielectric coolant. Liquid coolant enters an evaporator plate that is installed directly on a CPU

or GPU. Heat generated by the operation of the CPU or GPU causes the liquid coolant to boil, extracting energy and

generating vapor that flows away from the evaporator plate through tubing to a separate condenser, where energy is

extracted and coolant vapor returns to a liquid state. The liquid coolant is pumped back through common tubing,

returning to the evaporator plate and starting the process again.

Market Opportunity

Approximately 3% of the world’s power is consumed by data centers, of which 40% is used for cooling. The

global data center cooling market was $15.7 billion in 2022 and is expected to grow at a 17.1% compound annual

rate growth (“CAGR”) to over $56 billion in 2030. Of this, the data center liquid cooling market is projected to grow

at a 24.4% CAGR from $2.6 billion in 2023 to $7.8 billion in 2028. However, it is not just data center servers that

would benefit from new cooling technologies. Other markets include edge computing and power electronics across a

number of industry verticals, such as construction, healthcare and hospitals, manufacturing, media and

entertainment, retail and wholesale and transportation and logistics. Edge computing is being driven by data gravity,

i.e., the need to do processing as close as possible to where the data is generated. As datasets become exponentially

larger, cost and latency issues drive a need for computing power in edge locations (e.g., in cell phone towers). The

market intelligence firm 451 Group predicts that over 556,000 organizations globally will use Edge IaaS by 2027.

Based on their prediction, we estimate that two million servers will be installed in edge locations annually by 2027.

Because edge installations are often poorly suited for traditional refrigerated-air cooling, we believe two-phase,

direct-to-chip cooling may be the most cost-effective and sustainable option.

In addition to energy costs, traditional cooling systems use a considerable amount of water. As an example,

ChatGPT can use upwards of 0.5L of water for as little as 50 prompts. The newest cell phones require faster

networks, smart technology is connecting all aspects of our lives, and artificial intelligence (“AI”) is being used at

unprecedented levels. Current cooling technologies struggle with the rising heat densities associated with the

processors to support these applications. For example:

•Components: Increased software stack (including AI) require higher performance processors which

increase heat dissipation.

•Equipment: More powerful servers, routers, switches, cell tower base stations, and other computing

equipment require improved system level cooling.

•Systems: Denser racks of equipment are dissipating more heat per unit area.

•Facilities: Heat management capacity of data center and telecom facilities are pushing the limits of current

air cooling technologies.

•Growth: There are currently 4.1 GW of new data centers planned.

Sustainability Benefits

We believe Accelsius will allow its clients to meet their sustainability needs while providing a more affordable

option. We also believe that, by adopting Accelsius cooling solutions, clients can more efficiently use their

resources, capital, space, energy, and water. Direct-to-chip cooling offers large savings compared to air cooling in

full scale deployments, specifically including:

•Total Cost of Ownership Savings: Cooling accounts for approximately 40% of a data center’s energy

consumption.

•Space Savings: Accelsius allows data centers to densify, increasing the number of servers per rack,

increasing the number of racks per unit area of data center, and increasing revenue for a given data center

footprint and reducing costs as less space is used.

•Energy Savings: Eliminates air conditioning needs and costs associated with legacy air-cooling systems.

•Water Savings: Potential to eliminate water use in cooling system.

Value to Clients

The Accelsius solution allows clients to align data center operations with sustainability goals and increasingly

competitive commercial requirements:

•Enables the adoption of high wattage processors. The American Society of Heating, Refrigerating and Air-

Conditioning Engineers has suggested that the exponential increase of CPU and GPU wattages is expected

to soon exceed the capacity of most existing air cooling systems.

•Dramatically improves density in the data center. With Accelsius’ technology, air heat syncs are not

required, allowing more processing power in each server. Racks no longer must be depopulated to allow air

flow, nor are cold and hot aisles needed.

•Allows more power to be allocated to computing rather than cooling. An average data center allocates

around 40% of their power to cooling and other overhead. When power used for cooling is reduced, more

incoming power for data centers can be used for computing tasks, and data center capacity can be increased

dramatically. We estimate that we can reduce the power allocated to cooling by around 49%.

•Is compatible with legacy infrastructure. Although new data center builds will prioritize liquid cooling,

brownfield sites are still actively introducing AI / machine learning and other dense workloads. Accelsius

technology can fit in a standard rack and connect to existing facility water loops.

•Heat removal head room. We believe Accelsius technology will be designed to support not just this

generation of processors, but many more to come. Standard CPU power consumption is expected to exceed

500 W and standard GPU power consumption is expected to exceed 700 W by the end of 2025, with high

performance GPUs reaching 2000 watts in 2026. Based on the recent trajectory of increasing CPU and

GPU power consumption, we believe there is a high likelihood that chips may reach temperatures of up to

2500 watts in the near future. The ability to cool these power processors helps protect the investment in

Accelsius’ NeuCool technology.

History

The basic two-phase cooling technology underpinning NeuCool was developed at Nokia Bell Labs over a three-

year period from 2019 to 2022. Innventure formed Accelsius in May 2022. Accelsius and Nokia executed a Patent

Purchase Agreement dated May 27, 2022, and a Technology License and Know-How Agreement dated May 27,

2022, to transfer the passive, two-phase, direct-to-chip cooling technology from Nokia to Accelsius. Subsequently,

Accelsius has significantly improved the technology to enhance its thermal cooling effectiveness and productized an

active, pumped solution to make it more suitable for high volume production.

Current Status

Accelsius is an early-stage company that has recently begun revenue-generating operations, including initial

shipments of product. Accelsius has been focused on developing and commercializing data center cooling products

since its inception in 2022 and delivered its first products to market in Q3 2024. Accelsius has implemented

development and applications testing capabilities at its headquarters in Austin, Texas. Accelsius has also built in-

house fabrication capabilities for key heat transfer components and set up manufacturing and supply chain

infrastructure.

Accelsius has signed binding revenue-generating agreements, as well as non-binding memoranda of

understanding, with third parties with whom it will deploy NeuCool thermal management systems to operating data

centers. These third parties include hardware equipment original equipment manufacturers (“OEMs”), value-added

resellers, and data center operators, all of which Accelsius believes represent key customers across the data center

and telecom industries. Accelsius engages with potential customers in a collaborative evaluation of project needs

and technical fit, taking into consideration system requirements, existing/planned infrastructure, and both present

and future customer objectives. Accelsius’ agreements typically outline an implementation process consisting of

four phases: assessment, initial deployment, scaled deployment, and ongoing service.

Current manufacturing assets and supply chain infrastructure are anticipated to support market demand through

mid- to late-2025, and additional capacity expansions and/or collaboration with selected contract manufacturers will

be staged to meet customer needs as demand is expected to grow in 2025.

Customer Landscape and Growth Strategy

Accelsius’ go-to-market strategy is through partnerships. Accelsius has signed binding revenue-generating

agreements, as well as non-binding memoranda of understanding, with third parties with whom it will deploy

NeuCool thermal management systems to data centers. These third parties include hardware equipment OEMs,

value-added resellers, and data center operators, all of whom Accelsius believes represent key customers across the

data center and telecom industries. Accelsius will deliver kitted NeuCool cooling systems for inclusion in ecosystem

partner server deployments. Specific components of the NeuCool systems are designed to work with standard CPUs

and GPUs and will be common across all kits; other components will be customized to match specific server designs

for each partner.

Competition

The potential size and high growth of the liquid cooling market has attracted several startup competitors across

different liquid cooling technologies. This market has seen an influx of single-phase water cooling DLC

competitors; however, we believe Accelsius and Zutacore are currently the only two companies that have sold two-

phase refrigerant-based solutions in the market. With two-phase DLC becoming increasingly necessary to cool

increasingly high powered chips, we believe that additional potential competitors will enter this market. Due to the

complexity of designing and optimizing two-phase solutions, we believe that other potential competitors may face

delays in entering this market.

The liquid cooling solution that Accelsius offers is well positioned compared to many other liquid cooling

solutions because we believe it (i) uses the most thermally capable liquid cooling technology (two phase direct-to-

chip) and (ii) is the most robust. Compared to other solutions, the Accelsius two phase direct-to-chip cooling

solution is designed to provide high heat transfer capabilities in an easy-to-install form configured to work equally

well with greenfield data center deployments and retrofits of servers in existing data centers. The Accelsius NeuCool

solution does not use water as the working fluid, so no water ever comes in contact with critical, high value

electronic components, and our solution is designed to be field serviceable. Accelsius’s product includes design

features that allow data center technicians to swap and service components using industry standard practices.

Accelsius’ two phase direct-to-chip liquid cooling technology is an effective alternative to the limitations posed

by other liquid cooling technologies. We summarize below some of the operational issues faced by competitive

liquid cooling technologies based on that user feedback:

Single-Phase Immersion:

•Expensive (~$100,000 per tank) and with limited thermal headroom (< 50 KW);

•Requires modification (re-layout) of server internals for liquid flow and server warranty is usually void;

•Servicing requires removal of servers from sealed liquid cooling baths and is time consuming and

expensive;

•Forklift upgrade of existing rack infrastructure and inefficient use of real estate; and

•Leading competitors include LiquidStack, Green Revolution Cooling, and TMGCore.

Two-Phase Immersion: In addition to the issues outlined above, two-phase immersion is also:

•Very expensive (~$175,000 per tank);

•Vapor can get trapped in the servers causing localized hot spots;

•Very few pilot implementations are expanded on because “no one wants tanks full of perfluoroalkyl and

polyfluoroalkyl substances coolant in the data center;” and

•Leading competitors include LiquidStack, TMGCore and Submer.

Single-Phase Direct-to-Chip (e.g., water):

•Water leaks that can cause catastrophic failure in servers and are the most significant risk. Users state that

water leaks around electronic components have occurred and destroyed the servers: “Not a question of ‘if’

it will leak, but ‘when’ it will leak”;

•Bio-fouling (biofilm build up) within pipes and cold plates is a concern;

•Cooling higher thermal densities requires large pumps and high pressure/flow rate of water (increasing

chance of leaks & electricity use); and

•Leading competitors include CoolIT Systems and STULZ.

Intellectual Property

Accelsius has developed a comprehensive IP strategy initially built around five filed patent applications and one

granted patent, with several improvements and new inventions moving through the patent application process.

Accelsius is also using trade secrets to protect certain aspects of the technology solution and manufacturing process.

AeroFlexx and Refinity

Overview

AeroFlexx manufactures what we believe to be one of the first flexible packages designed to act like a rigid

bottle (the “pak”). Its proprietary integrated valve eliminates the need for discrete closures, removes the need for

pumps, and enhances the consumer use experience, while its proprietary air frame provides structural rigidity

throughout the entire package lifecycle, including end of life collection and sortation. The package eliminates

50-70% of plastic used, potentially up to 85% less virgin plastic than traditional rigid bottles by incorporating

1 Not recyclable in all communities. Check locally.

recycled content and can be curbside recyclable where all plastic bottles are accepted1. Prior to filling, the package is

shipped in a freight efficient flat pak format that reduces supply chain cost and complexity.

The product is also designed to solve the challenges of shipping liquids in the e-commerce channel while

equally performing in traditional brick and mortar retail channels. It is ISTA-6 Amazon approved for both prep-free

packaging and ship in own container, allowing customers to ship liquids more easily via the e-commerce channel. In

our experience, the benefits of International Safe Transit Association (“ISTA”) certified packaging can be realized

through cost savings, product protection, increased brand loyalty and greater customer satisfaction. The potential

labor & cost savings stem from elimination of preparation materials.

AeroFlexx is headquartered in West Chester, Ohio. The firm’s 27,082 square foot facility currently has the

initial commercial line installed with a nameplate design capacity of over 50 million units per year. We expect that

two additional lines will be launched by the end of the second quarter of 2025.

Refinity intends to commercialize process technologies for converting low cost, abundant plastic waste to drop-

in chemicals directly useful in and consumable by the existing petrochemical supply chain. Refinity believes that it

is uniquely positioned for success because Refinity has exclusively licensed a proprietary advanced recycling

process to convert minimally sorted, low-cost mixed plastic waste to drop-in chemicals, including olefin gases (e.g.,

ethylene and propylene) and hydrocarbon liquids (e.g., naphtha substitutes) at yields that Refinity believes are higher

than other conversion technologies. Refinity plans to target the 240 million tonnes/year of mixed plastic waste that

incumbent recycling technologies cannot typically use in a cost effective and scalable way. Additionally,

Innventure’s collaboration with Dow is expected to provide engineering and operations insight for Refinity’s

advanced recycling process, detailed understanding of what product quality is needed to integrate with typical

petrochemical plant operations, and different site and plant integration options that take advantage of existing

infrastructure.

Refinity exclusively licensed the rights to novel technology for advanced recycling of mixed plastic waste from

VTT. The core technology is a proprietary application of fluidized bed processes that are routinely operated in the

refining industry to make transportation fuels and in the petrochemical industry to make high volume chemicals.

Fluidized bed processing uses very uniform and efficient heating and short residence times to convert waste plastics

into the chemicals from which those plastics were originally made. We also expect the process to use a wider range

of plastic waste feedstocks than competing technologies. Using the equipment and capabilities available at VTT,

Refinity plans to tune operating conditions and optimize yields for different types of plastic wastes. Refinity also

expects to use the equipment for the engineering studies needed to design the first plant.

Market Opportunity

The global packaging market is estimated to generate annual sales of approximately $900 billion with an

estimated average annual growth rate of 3.1% for rigid plastic and 4.7% for flexible plastic packaging over the next

three to five years. The estimated addressable market for AeroFlexx applications is approximately $400 billion

across several market categories including personal care, household products, food, pet care and industrial.

On average, 400 million tonnes per year of plastic are produced globally, and 380 million tonnes per year are

disposed of as plastic waste. Of that, 46% of plastic waste is landfilled, 22% becomes litter, 17% is incinerated, and

15% is collected for recycling, with less than 9% actually recycled after losses. Refinity is targeting the 91% of

plastic waste that is currently not recycled. Specifically, Refinity intends to focus on using the 240 million tonnes

per year that are currently landfilled or incinerated.

At the yields that Refinity believes its fluidized bed process will convert plastic waste to drop-in chemicals, 240

million tonnes per year of plastic waste could be converted to hydrocarbon liquids and olefin gases valued at

$150-200 billion annually. Further, with increasing consumer demand for more sustainable packaging; regulatory

focus on restricting plastic waste exports, landfill, and incineration; and minimum recycled plastic content

requirements, all of which could enable premiums for sustainable plastics (including sustainable feedstocks, such as

naphtha or light olefins, for polymer and plastic production), the market for plastic recycling is strengthening. The

global recycled plastics market size was valued at $51 billion in 2023 and is projected to grow to $107 billion by

2032. Current market prices for naphtha substitutes (e.g., hydrotreated pyrolysis oils and sustainable/circular

naphtha) frequently indicate a significant premium over fossil naphtha.

Sustainability Benefits

Superior sustainability benefits are integral to AeroFlexx’s package design and overall value proposition.

Refinity aims to divert plastic waste that is currently mishandled, landfilled, or incinerated and convert that waste to

sustainable, drop-in chemicals for use in the existing petrochemical supply chain. We believe that the following

sustainability benefits are potential targets:

•Package Circularity: AeroFlexx packaging can incorporate up to 50% recycled content without

compromise.

•Life Cycle Analysis: By considering source reduction, recycled content, recyclability and eliminating excess

packaging material in e-commerce, AeroFlexx can deliver up to 83% less waste to landfills, 69% GHG

reduction, and 73% less water use.

•UN Sustainable Goals Alignment: AeroFlexx can contribute to meeting several of the sustainable

development goals outlined by the United Nations, including industry, innovation, and infrastructure;

responsible consumption and production; climate action; and life below water.

•GHG emissions reduction relative to plastic waste incineration or pyrolysis: Internal LCA analysis

indicated about -400 kg CO2-eq/tonne plastic waste for the Refinity fluidized bed conversion process

compared to 1777 kg CO2-eq/tonne plastic waste for incineration and 739 kg CO2-eq/tonne plastic waste

for pyrolysis, so Refinity believes that its process will reduce GHG emissions.

•Fossil source reduction: If all plastic waste from landfill and incineration (240 million tonnes per year)

were converted to hydrocarbon liquids (e.g., naphtha substitute) at yields consistent with what Refinity

believes are possible in the fluidized bed process, those hydrocarbon liquids could replace up to 80% of

fossil naphtha; saving roughly 96 million tonnes per year of CO2-eq emissions.

Value to Clients

AeroFlexx can help drive growth and overall profitability through significant supply chain savings. This is

accomplished through several supply chain benefits of the AeroFlexx pak:

•Reduces Complexity of Sourcing: AeroFlexx ships as a flat pak and replaces the bottle, cap and label that

customers must procure from multiple sources and destinations.

•Reduced Transportation Cost and Footprint: prior to filling the package, shipping as a flat pak creates a

form factor that takes up less than 10% of the space in shipping of an equivalent pre-formed empty rigid

bottle, in addition to eliminating the need for cap and label supply chains. This reduces cost and

environmental footprint by taking trucks off the road.

•Lowers Warehouse Requirements and Inventory Cost: with the AeroFlexx flat pak replacing pre-formed

empty bottles, caps and labels, there is an overall reduction in the need for inventory space and overall cost

associated with labor and working capital.

•ISTA-6 Amazon Approved: for shipping liquids via the e-commerce channel, reductions in damages from

breakage, leakage and handling can generate significant savings through lower returns or refund rates and

reduced overall package and labor costs.

•Omni-Channel Ready: the pak is omni-channel ready as soon as it is filled with liquid product from the

AeroFlexx filling machine, which we expect to eliminate stock keeping unit proliferation based on desired

sales distribution channel.

•New Size/Shape Development Efficiency: flexible manufacturing eliminates the need for capital intensive

molds and tooling costs, which may enable rapid adoption at a much lower cost.

•Product Safety: designed with hygiene in mind with tamper proof packaging that eliminates the use of a

discrete closure with AeroFlexx proprietary integrated valve (e.g., no need for a separate cap, pump or

package sealing and dispensing device) to help keep products safe and prevent product losses.

Currently, the limitations for Refinity’s clients to fully embrace and scale plastic circularity is economic

viability and plastic waste sourcing. Refinity believes that its fluidized bed process provides unique benefits that:

•Enable higher yield conversion of plastic waste to olefin gases and hydrocarbon liquids. VTT has

demonstrated that the fluidized bed process converts plastic waste to olefin gases at higher yield than

conventional pyrolysis processes, potentially enabling two to three times higher productivity when the

fluidized bed process feeds olefin gases directly to petrochemical steam cracker operations.

•Allow use of low cost, mixed plastic wastes. Unlike incumbent recycling processes which typically require

more sorting and pre-cleaning of plastic wastes, Refinity believes that the fluidized bed process will be

more robust to minimally-sorted, mixed plastic waste streams.

•Enable plant site flexibility. We believe that the Refinity fluidized bed operating conditions can be tuned to

allow for production of either olefin (ethylene and propylene) gases and hydrocarbon liquids. We believe

the flexibility to site and build a liquids plant close to low-cost plastic waste feedstock sources will allow

Refinity to minimize transportation costs for plastic waste and reduce operating costs. Refinity expects to

site an olefin gas plant adjacent to petrochemical steam cracker operations to take advantage of existing site

infrastructure and product purification while also minimizing cost for transporting the olefin product.

History

AeroFlexx was launched in February 2018 as our second Innventure Company. The technology was acquired

from P&G, who conducted extensive R&D and customer testing using iconic brands such as Dawn, Old Spice and

Olay as part of a multi-year consumer research plan. AeroFlexx acquired sole exclusive rights to commercialize the

technology globally, across all categories and with any partner, including any P&G direct competitors without

restriction.

The fluidized bed conversion technology underpinning Refinity was developed at VTT from 2014 to 2024.

Innventure developed a collaboration with VTT and Dow during 2024 and formed Refinity in December 2024.

Refinity and VTT executed a definitive agreement on December 11, 2024, and exclusively licensed a portfolio of

advanced conversion of mixed plastic waste patents and patent applications from VTT. Innventure and Dow

executed a collaboration agreement on December 13, 2024, for the companies to work together, including through

Refinity, to scale and commercialize technologies aimed at converting mixed waste, including hard-to-recycle

plastic waste, to petrochemical feedstocks.

Current Status

AeroFlexx is in the early stages of operations and is beginning to ramp up commercial production capabilities.

AeroFlexx’s first commercial line has been installed with a design nameplate capacity of up to 50 million units per

year. AeroFlexx is currently in the process of securing off-take agreements with partners wanting to harness first

mover advantage with a superior packaging format.

In late 2023, AeroFlexx installed and commissioned its second converter, and the first to utilize recyclable film,

in West Chester, Ohio. AeroFlexx’s next converter has been installed and is expected to be fully commissioned by

the end of the second quarter of 2025. The converting capacity at the facility in West Chester, Ohio (the “West

Chester Facility”) is expected to provide a total manufacturing capacity of approximately 100 million packages per

year, which is designed to demonstrate the minimum viable manufacturing footprint to achieve a cash flow break-

even run rate for the West Chester Facility. The current manufacturing footprint installed and on order is projected

to be sufficient to meet projected demand through mid-2025, with additional capacity expansions being staged to

meet customer needs as offtake agreements and customer traction warrants.

Refinity is an early-stage company that is just beginning operations. In the first quarter of 2025, Refinity is

building internal staff and developing capabilities to commercialize the fluidized bed technology licensed from VTT.

Refinity is advancing its plastic waste sourcing strategy and has commissioned experimental work at VTT for bench

and pilot scale optimization of the fluidized bed process to convert available plastic wastes, sourced from the U.S.

and European markets, to drop-in chemicals, including olefin (ethylene and propylene) gases and hydrocarbon

liquids. That work is expected to continue through 2025. Refinity is working both independently and with Dow to

identify candidate sites for first commercial demonstration plant and is engaging Engineering, Procurement, and

Construction (EPC) firms to begin design work for the first plant.

Customer Landscape and Growth Strategy

AeroFlexx is currently targeting CPG companies that utilize either rigid bottle with caps, pumps, or pouch

packaging to deliver their liquid products to consumers. AeroFlexx is leveraging the increasing global demand for

more sustainable packaging and offering a package format that offers many features and benefits for branded

consumer products, with a new and simplified liquid packaging manufacturing platform. AeroFlexx intends to

deploy this platform by having centralized converting operations that are owned and operated by AeroFlexx with

strategically located filling machines that are sold and located at or near where liquid products are formulated. We

are targeting brands of large, medium, and small consumer products companies. AeroFlexx plans to sell filling

equipment directly to branded manufacturers or to their co-manufacturing partners that formulate the liquid. We

produce the flat paks via our converting machines and intend to either partner with co-manufacturers to deliver filled

and final packages to brands or sell the flat paks directly to the CPG companies to be filled on the AeroFlexx filling

equipment. R&D continues to innovate additional pak shapes and sizes along with enhancements to filling

equipment and converting machines.

Refinity will sell drop-in liquid and gas phase chemicals to petrochemical company customers, including Dow.

Other prospective customers include multinationals such as BASF, CP Chem, SABIC, LyondellBasell, and Shell. To

establish a market which does not exist at a global scale today, Refinity envisions playing a bigger role to create and

enable the end-to-end plastic waste supply chain. Refinity’s overarching strategy is (1) to build expertise and

competitive advantage in affordable plastic waste feedstock sourcing and (2) to develop and deploy robust fluidized

bed conversion technologies which can use affordable wastes without much sorting or pretreatment to assure

economical, globally scalable solutions. In addition, a market for liquid hydrocarbon products, including

hydrotreated pyrolysis oil and sustainable/circular naphtha, already exists. Petrochemical companies currently

purchase various sustainable liquid products as supplements or replacements for fossil naphtha, so Refinity’s

entrance into that market is expected to be straightforward.

Competition

AeroFlexx competes directly with different package format options that CPG companies can choose for their

specific liquid product that is sold to consumers. These package formats include, but may not be limited to, rigid,

stand cap, or pouch packaging. Some of these package formats may also incorporate some type of air chamber as an

added feature.

While many options exist for advanced recycling of plastic waste, few processes have achieved meaningful

global success in the market. Mechanical recycling is the incumbent technology that accounts for most of the 9% of

plastics recycling today. However, Refinity primarily considers players with thermal depolymerization and

pyrolysis recycling technologies as potential competitors. Firms such as Alterra, Brightmark, Plastic Energy, Mura/

Licella, Eastman Chemical, and ExxonMobil use thermochemical conversion processes to convert plastic waste to

hydrocarbon liquids.

Materials from mechanical recycling can only be used in niche applications and as such have limited market

potential, while producing hydrocarbon liquids and gases as raw materials for the petrochemical industry which can

be directly or indirectly used into virgin polymer supply chains have greater market potential. Refinity believes that

its fluidized bed processing technology can utilize mixed plastic waste with minimal sorting and pretreatment, so

MANAGEMENT

Our Board of Directors

Class I Directors

Gregory William (“Bill”) Haskell, 68, is Innventure’s CEO and a Class I director. Mr. Haskell previously

served as Chief Executive Officer and Manager of Innventure LLC from 2021 until 2024. Prior to his time with

Innventure LLC, he was a co-founder and President of both XL Vision and XL TechGroup (“XLTG”), which

created the foundational business building methodology upon which Innventure is based, from 1993 to 1999 and

2001 to 2011, respectively. Mr. Haskell has worked with the key principals of Innventure for over 20 years. He has

also served as a CEO of a London Stock Exchange-listed company and has been a director of over a dozen

companies. Most recently, Mr. Haskell was a partner at Bellview Associates, a boutique investment bank focused

on converting private companies into employee-owned enterprises from 2019 to 2021. He has over 30 years of

experience in company creation and development. Mr. Haskell holds a B.S. degree in engineering and conducted

post-graduate work in applied mathematics at Iowa State University. The Company believes Mr. Haskell is qualified

to serve as a member of the Board due to his significant corporate leadership experience and deep understanding of

our business.

Daniel J. Hennessy, 67, is a Class I director and Learn CW’s director designee pursuant to the terms of the

Business Combination Agreement. Mr. Hennessy currently serves as Chairman and CEO of Hennessy Capital

Investment Corp. VII (NASDAQ: HVII) and Chairman and CEO of Hennessy Capital Investment Corp. VI

(Nasdaq: HCVI), a special purpose acquisition company, and as Chairman of the board of directors of Compass

Digital Acquisition Corp. (NASDAQ: CDAQ), a special purpose acquisition company. Mr. Hennessy also founded

Hennessy Capital Group LLC as an alternative investment firm in 2013 to focus on investments in the sustainable

industrial technology and infrastructure sectors. From October 2020 to December 2022, Mr. Hennessy served as

Chairman and CEO of Hennessy Capital Investment Corp. V, a special purpose acquisition company. Mr. Hennessy

also served as Chairman & CEO of Hennessy Capital Acquisition Corp. IV, a special purpose acquisition company,

which, in December of 2020, completed its business combination with Canoo Holdings Ltd. He also served as a

member of the board of directors of Daseke, Inc. (NASDAQ: DSKE), a North American trucking and logistics

company, from 2017 to 2021. Mr. Hennessy began his career in 1981 in the oil and gas lending group at Continental

Illinois National Bank, now Bank of America, where he was a Banking Officer. Mr. Hennessy has dedicated over 25

years to serving non-profit healthcare, higher education and conservation organizations, including board positions at

the Lurie Children’s Hospital of Chicago, National MS Society, John G. Shedd Aquarium, Georgetown University

and Yellowstone Forever. Mr. Hennessy has a B.A. from Boston College and an MBA from the University of

Michigan. The Company believes that Mr. Hennessy is well qualified to serve as a member of the Board due to his

significant investment, strategic and leadership experience.

Michael Amalfitano, 64, is a Class I director of Innventure. Mr. Amalfitano has served as the President and

CEO of Embraer Executive Aircraft, Inc., an operating subsidiary of Embraer Aircraft Holdings and Embraer S.A., a

global aircraft manufacturing and sales company (“Embraer”), since 2017. Prior to joining Embraer, Mr. Amalfitano

served as Executive Vice President, Senior Managing Director of Business Aviation at Stonebriar Commercial

Finance, a financing solution company, from 2015 to 2017. Mr. Amalfitano also led as Managing Director,

Executive Head of Global Corporate Aircraft Finance at Bank of America Merrill Lynch for over 22 years,

following a decade-long tenure in sales management at GE Capital. Mr. Amalfitano also currently serves as a

director of Eve Holding, Inc., a publicly traded air mobility solutions company (NYSE: EVEX). He is also a

member of the Board of Trustees at Embry-Riddle Aeronautical University (ERAU) and serves on their Finance and

Investment Committees. Mr. Amalfitano currently serves on the Finance, Investment, and Strategic Committees of

the General Aviation Manufacturer’s Association, is a member of the Advisory Council and Leadership Council of

the National Business Aviation Association, and serves on the board of the Corporate Angel Network, a non-profit

company. Past board positions include former four-term OEM President of the International Aircraft Dealers

Association, Chairman of the Associate Members Advisory Council for the National Aircraft Resellers Association,

and former two-term President of the National Aircraft Finance Association. Mr. Amalfitano holds a B.A. in

Economics and a Master’s in Financial Management from Fairfield University in Fairfield, Connecticut. The

Company believes that Mr. Amalfitano is well qualified to serve as a member of the Board due to his years of

executive leadership and public company director experience.

Class II Directors

David Yablunosky, 63, is Innventure’s CFO and a Class II director. Mr. Yablunosky has served as CFO of

Innventure LLC since 2023. Previously, he was CFO of Embraer Aircraft Holding, Inc., the U.S. subsidiary of the

Brazilian aerospace and defense conglomerate Embraer, from 2022 to 2023; CFO and a Board Member of Embraer

Executive Aircraft, Inc., another subsidiary of Embraer, from 2021 to 2023; and a Board Member of Embraer

Defense and Security, Inc., another subsidiary of Embraer, from 2021 to 2023. Prior to 2021, Mr. Yablunosky

served as the Director of Corporate Finance at Oxbow Carbon, LLC, a privately-held energy company. He brings

over 30 years of finance experience working for large MNCs such as Ford Motor Company, Ford Credit, Office

Depot, Oxbow Carbon LLC, and Embraer. Before his career in finance, Mr. Yablunosky served nine years in the

U.S. Navy and worked in the Pentagon on General Colin Powell’s staff. Mr. Yablunosky holds a B.S. in

Mathematics from the U.S. Naval Academy and an MBA in Finance from the University of Maryland. He also holds

a graduate-level Certificate in Accounting from the Harvard University Extension School and has completed the

Advanced Management Program at the Harvard Business School. The Company believes Mr. Yablunosky is

qualified to serve as a member of the Board due to his expertise in finance and deep understanding of our business.

James (“Jim”) O. Donnally, 60, is a Class II director of Innventure. Mr. Donnally has served as a Manager of

Innventure LLC since 2015 and as the Managing Member of Bellringer Consulting Group, LLC, a startup consulting

company and the General Partner of the Glockner Family Venture Fund, LP, since 2023. He previously served as the

Vice President and CFO for Glockner Enterprises, whose family office investment thesis is around green technology

manufacturing and was the original funding partner for Innventure, PureCycle and AeroFlexx, from 1996 to 2023.

Glockner Enterprises includes consumer and commercial finance divisions, wholesale lubricant and fuel divisions,

several dealer-controlled used car finance operations, captive and independent insurance agencies and franchise

automobile dealerships in Ohio and Kentucky. Mr. Donnally is also highly involved in organizations and companies

that are helping grow southeast Ohio communities and sits on numerous boards. Mr. Donnally was the CFO for

PureCycle, an innovative plastic waste processing company, from January 2017 to December 2020. In his prior role

as CFO at Glockner Enterprises, he managed the Information Technology, Human Resources, accounting and legal

departments, giving him the ideal view of the inner workings of the enterprise – such as treasury and other asset

management, lender and regulatory relations and employee benefit administration. Prior to joining Glockner

Enterprises in 1996, Mr. Donnally was a Certified Public Accountant at Hayflich & Steinberg, where he performed

for-profit audit, review, compilation and tax engagements for regional wholesale, retail, manufacturing and service

concerns, specializing in consolidations. Mr. Donnally received his bachelor’s in accounting with minors in

economics, finance, philosophy, psychology and theater in 1991 from Marshall University. The Company believes

Mr. Donnally is qualified to serve as a member of the Board due to his over 30 years of experience in finance,

accounting and company development.

Bruce Brown, 66, is a Class II director of Innventure. Mr. Brown retired from P&G in 2014 after 34 years of

service, including six years with the company as Chief Technology Officer (“CTO”), where he was responsible for

the company’s R&D Organization, and Innovation & Technology Programs. Before his tenure as CTO, he worked

with P&G in Europe & Asia driving international business expansions. Mr. Brown currently serves on the board of

Magnera Corporation, a global manufacturing company (NYSE: MAGN), and has previously served on the board of

Nokia Corporation, a Finnish telecommunications, information technology, and consumer electronics corporation

(NYSE: NOK), where, after 11 years and upon reaching the tenure limit, he concluded his term in 2023. Formerly,

Mr. Brown was a director of Medpace Holdings, Inc. (NASDAQ: MEDP) from 2016 to 2019. Mr. Brown was

appointed in 2011 by the Government of Singapore as a member of the board of directors of the Agency for Science,

Technology, and Research (ASTAR), giving him experience on how to operate within and through government

agencies across the globe. Mr. Brown has also served on the board of directors of Xavier University in Cincinnati,

Ohio. Mr. Brown has a B.S. in Chemical Engineering from the Polytechnic Institute of New York University, and an

MBA in Marketing and Finance from Xavier University. The Company believes that Mr. Brown is well qualified to

serve as a member of the Board due to his organizational leadership development and years of experience as a public

company director.

Class III Directors

Michael (“Mike”) Otworth, 63, is Innventure’s Executive Chairman and a Class III director. Mr. Otworth has

served as Executive Chairman of Innventure LLC since 2015. Mr. Otworth was the Founding CEO and Chairman of

the Board of PureCycle, an innovative plastic waste processing company, from 2015 to 2022. Mr. Otworth and team

took PCT from an early-stage concept to an operational pilot and funded its first commercial plant, followed by a

successful public offering in March of 2021. Prior to Innventure, Mr. Otworth served as President and Founding

Partner of Green Ocean Innovation, a company that provided technology sourcing, innovation strategy, and

development services to Lilly/Elanco Animal Health, from 2008 to 2015. Mr. Otworth also served as Vice-President

and Founding CEO of multiple start-ups at XLTG from 1996 to 2000. Mr. Otworth began his career on Capitol Hill

working as a legislative aide and committee staff member in the U.S. House of Representatives. The Company

believes Mr. Otworth is qualified to serve as a member of the Board due to his more than 25 years of experience

leading start-ups in the technology industry, as well as his deep understanding of our business.

Suzanne Niemeyer, 54, is Innventure’s General Counsel and a Class III director. She also serves as a director

for Refinity Holdings, LLC. Ms. Niemeyer previously served as the General Counsel and Corporate Secretary at

Magis Capital Partners, a private equity company with a focus on fintech solutions from 2019 to 2024. From 2003 to

2019, Ms. Niemeyer served as General Counsel, Managing Director, Corporate Secretary and a member of the

Acquisitions Committee at Actua Corporation, where she was previously the Vice President of Legal from 2000 to

2003. While serving Actua, Ms. Niemeyer structured and negotiated dozens of complex mergers and acquisitions

(“M&A”) transactions, oversaw public company compliance with SEC regulations, and presided over all aspects of

corporate governance, including stockholder engagement. Prior to joining Actua, Ms. Niemeyer was an Associate in

the Corporate Department at Dechert LLP. Ms. Niemeyer has previously served on the board of directors for Astea

International Inc. (June to December 2019), Acquirgy, Inc., Bryn Mawr Rehabilitation Hospital Foundation, and

Investor Force Holdings. Ms. Niemeyer has a B.A. from Duke University, and a J.D. from Georgetown University

Law Center. The Company believes that Ms. Niemeyer is well qualified to serve as a member of the Board due to

her legal acumen and her significant experience in corporate governance matters and advising publicly-traded

companies.

Elizabeth Williams, 56, is a Class III director of Innventure. Ms. Williams has served as Managing Partner and

Founder of &Minds Partners, a consulting firm, since 2019 and is also a full time Finance faculty member at the

University of Dayton’s Business School. Before founding &Minds Partners, Ms. Williams held roles of increasing

responsibility, ultimately leading Corporate Development and Strategy functions as a C-Suite executive for several

Fortune 500 industrial businesses. Ms. Williams was formerly the Vice President of Commercial and Industrial

Customer Journey and Products at Entergy Corporation, an publicly-traded energy company (NYSE: ENT) from

2021 to 2022, where she helped large industrial processing businesses achieve sustainability goals through emission

reduction solutions. From 2017 to 2019, Ms. Williams was the Senior Vice President of Strategy and Corporate

Development at Tenneco Inc., where she focused on improving financial and capital markets performance by

defining long-term strategy. Ms. Williams served as the Vice President and Head of Corporate Strategy from 2014

to 2016 at Maersk, where she simultaneously helped capitalize on end of life oil fields, and reduced portfolio risk

from oil price exposures. From 2011 to 2014, she was the Senior Vice President and Head of Corporate Strategy at

ABB, where she spearheaded the strategic planning, implementation, and execution of $20 billion in institutional

investments over four years, including R&D allocation, selling, general, and administrative expenses, M&A, and

capital expenditure initiatives. Prior to 2011, Ms. Williams served as the Director of Corporate Development at

United Technologies. Ms. Williams has a B.A. in economics from Stanford University, and an MBA from the

University of Chicago. The Company believes that Ms. Williams is well qualified to serve as a member of the Board

due to her significant experience in corporate strategy and development.

Our Executive Officers

In addition to Mr. Haskell, our CEO, Mr. Yablunosky and our CFO, Mr. Otworth, our Executive Chairman, our

executive officers are:

Dr. John Scott, 74, is Innventure’s Chief Strategy Officer. Dr. Scott has served as Chief Strategy Officer at

Innventure LLC since 2015. Prior to co-founding Innventure LLC, Dr. Scott served as Founder and CEO of XLTG,

where he developed the DownSelect method that Innventure uses today to vet disruptive technologies from top

MNCs and their associated business opportunities, from 1993 to 2013. Dr. Scott also served as an academic scientist

at numerous universities and government labs, including the University of Maryland, the University of North

Carolina and the University of Arizona, as well as the NASA Goddard Space Flight Center. He earned his Ph.D. in

Physics and Astrophysics from the University of Arizona and has published over 60 academic papers.

Roland Austrup, 61, is Innventure’s Chief Growth Officer. Roland has served as Innventure LLC’s Chief

Growth Officer since June 2024 and as a member of Innventure LLC’s Executive Committee since 2023. Prior to his

change of title to Chief Growth Officer in June 2024, Mr. Austrup had served as Head of Capital Markets since

2023, and he also previously served as Innventure LLC’s CFO from 2021 to 2023. Since 2019, Mr. Austrup has

served as Chairman & Managing Principal of WaveFront Global Asset Management Corp., a Toronto-based global

hedge fund company he co-founded in 2003. Mr. Austrup is also a co-founder and director of Envest Corp., a

downstream energy company, and an Advisory Board member of both the Master of Quantitative Finance program

at the University of Waterloo and First Tracks Capital, a Canadian private equity firm. Prior to that, Roland was an

Investment Advisor with BMO Nesbitt Burns Inc. and began his career as a Commodities Broker with

ScotiaMcLeod Inc. where he was primarily involved with hedging commodity price risk for corporate clients.

Roland holds a B.A. with Honours from the University of Western Ontario.

Board Composition

The business and affairs of Innventure are managed under the direction of our Board. Our Board consists of

nine directors. Each director will continue to serve as a director until the election and qualification of his or her

successor or until his or her earlier death, resignation or removal. Subject to the rights of holders of any series of

preferred stock outstanding, directors may be removed only for cause by an affirmative vote of at least two-thirds of

the total voting power, at a meeting called for that purpose. The authorized number of directors may be changed by

resolution of our Board. Vacancies on our Board can be filled by resolution of our Board.

Pursuant to our Certificate of Incorporation, our Board is divided into three classes, each serving staggered,

three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other

classes continuing for the remainder of their respective three-year terms. Our Board is designated as follows:

•our Class I directors are Gregory W. Haskell, Daniel J. Hennessy and Michael Amalfitano, and their terms

will expire at this year’s annual meeting;

•our Class II directors are David Yablunosky, James O. Donnally and Bruce Brown, and their terms will

expire at the annual meeting of stockholders to be held in 2026; and

•our Class III directors are Michael Otworth, Suzanne Niemeyer and Elizabeth Williams, and their terms

expire at the annual meeting of stockholders to be held in 2027.

Any additional directorships resulting from an increase in the authorized number of directors will be distributed

among the three classes so that, as nearly as possible, each class will consist of one-third of our authorized number

of directors.

Director Nominations

The Nominating and Corporate Governance (“N&CG”) Committee is responsible for identifying and reviewing

the qualifications of potential director candidates and recommending to the Board those individuals for election to

Innventure’s Board. The N&CG Committee recommends directors who have the experience, qualifications, skills

and attributes to guide the Company and function effectively. The N&CG Committee is also responsible for making

recommendations to the Board of the criteria to be used by the N&CG Committee in seeking nominees for election

to the Board.

Agreements to Nominate Certain Directors

Mr. Hennessy is a director designated by Learn CW pursuant to the Business Combination Agreement.

Additionally, in connection with the Closing, the Company, certain of the members of Innventure LLC (the

“Founding Investors”) and other parties entered into the Amended & Restated Investor Rights Agreement (the

“Investor Rights Agreement” or “IRA”). Pursuant to the Investor Rights Agreement, the Company agreed to grant

the Founding Investors certain rights with respect to nomination of the directors of the Board, as further described

below.

Pursuant to the Investor Rights Agreement, at each annual meeting or special meeting of stockholders of the

Company at which directors are to be elected, the Founding Investors will have the right to nominate for election to

the Board a number of nominees (“Founding Investor Nominees”). The number of Founding Investor Nominees

with respect to any meeting of stockholders at which directors are to be elected will be as follows:

•up to seven (7) directors, so long as the Founding Investors beneficially own greater than 70% of the

outstanding shares of Common Stock;

•up to six (6) directors, so long as the Founding Investors beneficially own more than 50%, but less than

70%, of the outstanding shares of Common Stock;

•up to four (4) directors, so long as the Founding Investors beneficially own at least 40%, but less than 50%,

of the outstanding shares of Common Stock;

•up to three (3) directors, so long as the Founding Investors beneficially own at least 20%, but less than

40%, of the outstanding shares of Common Stock; and

•up to two (2) director, so long as the Founding Investors beneficially own at least 5%, but less than 20%, of

the outstanding common shares of the Company.

In the event that the size of the Board is increased or decreased to a number of authorized directors other than

nine (9), the Founding Investors’ nomination rights will be proportionately increased or decreased, respectively,

rounded up to the nearest whole number. In the event that a vacancy is created on the Board by the death, disability,

resignation or removal of a Founding Investor Nominee, the Founding Investors will be entitled to designate an

individual to fill the vacancy. The Founding Investors currently have the right to nominate for election to the Board

four (4) Founding Investor Nominees.

Stockholder Nominations & Filling Vacancies

Pursuant to Section 2.14 of our Bylaws, a stockholder may make a nomination of a person or persons for

election to the Board upon (a) Timely Notice (as defined by the Bylaws) in writing and in proper form to the

Secretary of the Company, (b) providing the information, agreements, and questionnaires with respect to the

nominating stockholder and the stockholder’s nominee as required by the Bylaws, and (c) providing any updates or

supplements to such notices as further required by the Bylaws.

Pursuant to Article VI of our Certificate of Incorporation, subject to the rights, if any, of the holders of any

series of preferred stock and the rights of Learn CW and the Founding Investors under the Business Combination

Agreement and the IRA, respectively, directors may be removed only for cause by an affirmative vote of at least

two-thirds of the total voting power of all the outstanding shares of capital stock of the Company entitled to vote

generally in the election of directors, voting together as a single class, at a meeting duly called for that purpose.

Subject to the rights, if any, of the holders of any series of preferred stock and the rights of Learn CW and the

Founding Investors under the Business Combination Agreement and the IRA, respectively, newly created

directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from

death, resignation, disqualification, removal, or other cause will be filled exclusively by the affirmative vote of a

majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and not by

the stockholders. Any director so chosen will hold office until the next election of the class for which such director

has been chosen, and until his successor is elected and qualified or until such director’s earlier death, resignation,

retirement, disqualification, or removal. No decrease in the number of directors constituting the Board may shorten

the term of any incumbent director.

In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of

a director designated by the Founding Investors pursuant to the IRA, then the Founding Investors will be entitled to

designate an individual to fill the vacancy. The Company will take all necessary action (to the extent permitted by

applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware

law) to cause such replacement designee to become a member of the Board. Additionally, for so long as Learn CW

has the right to select one director to the Board, any vacancy with respect to the Learn CW director may only be

filled by Learn CW.

Board Committees

During 2024, our Board had an Audit Committee, a Compensation Committee, and a N&CG Committee to

support the full Board with various risk management governance, and strategic responsibilities. The current

members of these committees are described below.

Committee Assignments

Donnally

Brown

Williams

Hennessy

Amalfitano

Haskell*

Yablunosky*

Otworth*

Niemeyer*

Audit ........................

Compensation .........

N&CG .....................

__________________

All standing committee members are independent.

*Not independent

Each member of our three standing committees is independent under applicable SEC and NASDAQ rules.

Therefore, Mr. Haskell, Mr. Yablunosky, Mr. Otworth and Ms. Niemeyer do not serve on any of our three standing

committees. The Board has determined that the members of the Audit Committee meet the requirements for

independence of Audit Committee members under applicable SEC and NASDAQ rules. All of the members of our

Audit Committee also meet the requirements for financial literacy under the applicable rules and regulations of the

SEC and NASDAQ. In addition, each of Mr. Donnally, Mr. Hennessy and Ms. Williams qualify as an “audit

committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

EXECUTIVE AND DIRECTOR COMPENSATION OF INNVENTURE

All dollar amounts (“$”) in this section reflect actual amounts.

As an emerging growth company and smaller reporting company, Innventure has opted to comply with the

executive compensation disclosure rules applicable to “emerging growth companies” and “smaller reporting

companies” as each such term is defined in the rules promulgated under the Securities Act, which, in general,

require compensation disclosure for Innventure’s principal executive officer and its two other most highly

compensated executive officers. Innventure’s principal executive officer and its two other most highly compensated

executive officers are referred to herein as our named executive officers (the “NEOs”).

Gregory W. (Bill) Haskell was Innventure’s principal executive officer for the entirety of 2024. The two most

highly compensated executive officers of Innventure that were serving in such capacity at the end of 2024 (other

than Mr. Haskell) were Mike Otworth and Dr. John Scott.

Therefore, for the fiscal year ended December 31, 2024, Innventure’s NEOs were:

•Gregory W. (Bill) Haskell, Chief Executive Officer and Manager;

•Mike Otworth, Executive Chairman; and

•Dr. John Scott, Chief Strategy Officer.

2024 Business Combination

On October 2, 2024, we consummated our Business Combination. The information provided in this disclosure

reflects both compensation from Innventure LLC (up until the date of the Business Combination, as applicable) and

compensation from the Company (from the date of the Business Combination through the end of 2024). Messrs.

Haskell and Otworth and Dr. Scott are still serving as executive officers of Innventure following the consummation

of the Business Combination.

2024 Summary Compensation Table

The following table provides information regarding the compensation of Innventure’s NEOs for 2024 and 2023,

as applicable.


Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(5)	Total ($)
Gregory W. (Bill) Haskell ...................	2024	300,000	2,500,000	—	—	—	13,800	2,813,800
Chief Executive Officer ....................	2023	300,000	180,000	—	—	—	12,000	492,000
Mike Otworth .............	2024	300,000	—	7,001,001	7,577,786	—	—	14,878,787
Executive Chairman(6)	2023	300,000	180,000	—	—	—	—	480,000
Dr. John Scott .............	2024	300,000	—	4,100,005	6,935,489	—	—	11,335,494
Chief Strategy Officer(7) .................	2023	300,000	180,000	—	—	—	—	480,000

__________________

(1)The amount in this column for 2024 for Mr. Haskell represents base salary earned during 2024. For Dr. Scott, the amount represents

payments to Corporate Development Group LLC (a company 100% owned by Dr. Scott) with respect to Dr. Scott’s consulting services to

Innventure during 2024. For Mr. Otworth, the amount in this column for 2024 represents payments to Sugar Grove Ventures, LLC (a

company 100% owned by Mr. Otworth) with respect to Mr. Otworth’s consulting services to Innventure for 2024.

(2)The amount in this column for Mr. Haskell in 2024 represents a transaction bonus earned in connection with the Business Combination.

(3)The amounts in this column reflect the aggregate grant date fair value of service-based RSU awards granted by the Company to the NEOs in

2024 and, with respect to Mr. Otworth, the amount includes the aggregate grant date fair value of the Accelsius Incentive Units (as defined

below) granted by Accelsius to him in 2024, each calculated in accordance with Financial Accounting Standards Board Accounting

Standards Codification (“FASB ASC”) Topic 718. For information regarding the assumptions used in calculating the value of these awards,

see Note 14 to the consolidated financial statements included elsewhere in this prospectus. For more information regarding the awards

disclosed in this column, see “2024 Equity-Based Compensation” below. The Refinity Incentive Units discussed in such section had an

aggregate grant date fair value of $0.

(4)The amounts in this column reflect the aggregate grant date fair values of option awards and stock appreciation right awards (“SARs”)

granted by the Company to the NEOs in 2024, each calculated in accordance with FASB ASC Topic 718. For information regarding the

assumptions used in calculating the value of these awards, see Note 14 to the consolidated financial statements included elsewhere in this

prospectus. For more information regarding the awards disclosed in this column, see “2024 Equity-Based Compensation” below.

(5)The amount in this column represents matching contributions provided by Innventure under the 401(k) Plan (as defined and described

below).

(6)Mr. Otworth provided services to Innventure in a consulting capacity during 2024 through a contract between Innventure LLC and Sugar

Grove Ventures, LLC.

(7)Dr. Scott provided services to Innventure in a consulting capacity during 2024 through a contract between Innventure LLC and Corporate

Development Group LLC, pursuant to which Dr. Scott, the founder and principal of Corporate Development Group LLC, provided strategic

guidance and consulting services to Innventure.

Narrative Disclosure to 2024 Summary Compensation Table

Key 2024 Named Executive Officer Compensation Components and Decisions

2024 Base Salary

Pursuant to the terms of their employment or consulting arrangements, as applicable, the NEOs were entitled to

base salaries or service fees, as applicable, at the following annual rates during 2024:


NEO		2024 Base Salary/Service Fee Rate
Gregory Haskell ...................................................................................................................................		$300,000
Mike Otworth .......................................................................................................................................		$300,000
Dr. John Scott ......................................................................................................................................		$300,000

We did not modify the base salary or service fee rates of any of the NEOs during 2024. However, we increased

the base salary and service fee rates of the NEOs in January 2025.

2024 Bonus Compensation

Each of Messrs. Haskell and Otworth and Dr. Scott is eligible for a target 2024 annual bonus opportunity equal

to $300,000 based on Innventure’s performance against certain goals established by the board of directors of

Innventure LLC. The 2024 bonus goals and applicable weighting percentages are set forth in the table below.


2024 Bonus Goal	Weighting	Goal Achieved? (yes or no)
Formation of a new (4th) operating company ..........................................................	25%	Yes
Complete the Business Combination with more than $20 million of net proceeds .	50%	Yes
Meeting each of the following milestones (or a achieving a certain threshold share price):
•Formation of a new (4th) operating company ...................................................	10%	Yes
•$10 million of booked revenue for Accelsius ...................................................	10%	No
•$15 million of GAAP revenue for AeroFlexx ...................................................	5%	No

The 2024 bonuses were also subject to a stretch goal (formation of a new (5th) operating company), which

would have resulted in an additional 50% payout.

In 2025, the Compensation Committee (and the Board with respect to Mr. Haskell) determined that 85% of the

2024 bonus goals were achieved (as shown in the table above) and that the stretch goal was not achieved. As such,

the Compensation Committee (or Board, as applicable) determined that each NEO notionally earned a payout

percentage of 85% of the target bonus, which corresponds to the following payout amounts: $255,000 for Mr.

Haskell; $255,000 for Mr. Otworth; and $255,000 for Dr. Scott. Payout of such amounts is generally contingent on

the NEO’s continued service through the date of payment. Such amounts are expected to be disclosed in a future

Summary Compensation Table once payment is made and the applicable service requirements have lapsed.

Mr. Haskell also earned a cash bonus of $2,500,000 in connection with the successful consummation of the

Business Combination in 2024.

2024 Equity-Based Compensation

In connection with the Business Combination, we adopted the Innventure, Inc. 2024 Equity and Incentive

Compensation Plan (the “2024 Plan”). The 2024 Plan allows for equity compensation awards to our directors,

employees and certain other service providers.

In December 2024, the Compensation Committee approved equity incentive awards for the NEOs consisting of

service-based RSUs and stock options under the 2024 Plan. Awards for our NEOs were as follows:


NEO	RSUs	Options*
Gregory Haskell .......................................................................................................	—	—
Mike Otworth ...........................................................................................................	537,705	262,295
Dr. John Scott ...........................................................................................................	336,066	163,934

__________________

*The options set forth in the table above were granted with an exercise price of $12.20, the closing stock price on the date of grant.

In general, the Options and RSUs granted to Mr. Otworth and Dr. Scott vest on October 2, 2025, or, if earlier,

on the same date that the lock-up set forth in the contractual lock-up agreement entered into by such individual on

October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous service until the applicable

vesting date.

In December 2024, the Compensation Committee also approved a grant of 150,000 SARs (the “Accelsius

SARs”) for each of Mr. Otworth and Dr. Scott. The Accelsius SARs each represent the right of the participant to

receive a number of shares of Common Stock with a value equal to the appreciation in the value of a Class A

Common Unit of Accelsius Holdings LLC over a base price of $12.175. In general, the Accelsius SARs will be

automatically exercised upon the earliest to occur of: (i) the 24-month anniversary of the grant date, (ii) the

participant’s death, or (iii) the participant’s “disability” (as defined in the applicable award agreement). The

Compensation Committee may, in its discretion, determine that the participant will receive cash instead of Common

Stock.

On December 11, 2024, Refinity Holdings granted 109,000 Class PI Units of Refinity Holdings (“Refinity

Incentive Units”) to each of our NEOs pursuant to the Refinity Holdings PI Unit Incentive Plan. The Refinity

Incentive Units are intended to be “profits interests” for U.S. federal income tax purposes, and holders of Refinity

Incentive Units did not have any voting rights with respect to such Refinity Incentive Units except as required by

law. The Refinity Incentive Units entitle the holders thereof to participate in distributions of Refinity Holdings after

certain members of Refinity Holdings have received the return of an amount specified with respect to the Refinity

Incentive Unit award (the “Refinity Distribution Threshold”). The Refinity Incentive Units generally vest over a

three-year period, with 25% vesting on the one-year anniversary of the grant date and 9.375% vesting quarterly

thereafter, subject to each NEO’s continued service to Refinity Holdings or one of its subsidiaries.

In March 2024, Accelsius granted 100,000 Class C Units of Accelsius (“Accelsius Incentive Units”) to Mr.

Otworth. The Accelsius Incentive Units are intended to be “profits interests” for U.S. federal income tax purposes,

and holders of Accelsius Incentive Units do not have any voting rights with respect to such Accelsius Incentive

Units except as required by law. The Accelsius Incentive Units entitle the holders thereof to participate in

distributions of Accelsius after certain members of Accelsius have received the return of an amount specified with

respect to the Accelsius Incentive Unit award (the “Accelsius Distribution Threshold”). Mr. Otworth’s Accelsius

Incentive Units were granted with an Accelsius Distribution Threshold of $4.41. The Accelsius Incentive Units

generally vest over a three-year period, with 25% vesting on the grant date and 9.375% vesting quarterly beginning

on the one-year anniversary of the grant date, subject to Mr. Otworth’s continued service to Accelsius or one of its

subsidiaries.

Policies and Practices Related to the Grant of Certain Equity Awards

The Compensation Committee approves equity awards granted to our named executive officers on or before the

grant date, but grants are not currently made on a predetermined schedule. The Compensation Committee does not

take material nonpublic information into account when determining the timing and terms of such awards. The

Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of

executive compensation.


Name	Grant Date	Number of securities underlying the award	Exercise price of the award ($/ Sh)	Grant date fair value of the award	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Gregory Haskell, CEO ......	—	—	—	—	—
Mike Otworth, Executive Chairman ...........................	12/9/2024	262,295	12.20	$1,712,786	(0.88)%
Dr. John Scott, Chief Strategy Officer .................	12/9/2024	163,934	12.20	$1,070,489	(0.88)%

Incentive Units Granted in Prior Years

Innventure LLC

In prior years, Innventure LLC granted Class C Units of Innventure LLC (“Innventure Incentive Units”) to

certain service providers, including Mr. Haskell, pursuant to the Fourth Amended and Restated Limited Liability

Company Agreement of Innventure LLC, as subsequently amended or amended and restated from time to time. The

Innventure Incentive Units were intended to be “profits interests” for U.S. federal income tax purposes, and holders

of Innventure Incentive Units did not have any voting rights with respect to such Innventure Incentive Units except

as required by law. The Innventure Incentive Units entitled the holders thereof to participate in distributions of

Innventure LLC after certain members of Innventure LLC have received the return of an amount specified with

respect to the Innventure Incentive Unit award (the “Innventure Distribution Threshold”). At the time of the

Business Combination, unvested Innventure Incentive Units held by the NEOs vested in full and were canceled and

exchanged for shares of Common Stock. At the time of the Business Combination, Mr. Haskell held 430,000

Innventure Incentive Units with an Innventure Distribution Threshold of $2.2973. At the time of the Business

Combination, these Innventure Incentive Units were exchanged for shares of Common Stock. In accordance with the

applicable allocation schedule pursuant to the Business Combination Agreement, Mr. Haskell received 705,655

shares of Common Stock with respect to his Innventure Incentive Units.

Innventure LLC did not grant Innventure Incentive Units to any of the NEOs in 2024.

Accelsius

In prior years, Accelsius granted Accelsius Incentive Units to certain service providers, including Mr. Haskell

and Dr. Scott, pursuant to the Limited Liability Company Agreement of Accelsius. At the time of the Business

Combination, unvested Accelsius Incentive Units held by the NEOs remained outstanding in accordance with the

terms of the award agreements pursuant to which such Accelsius Incentive Units were granted.

Employment and Consulting Arrangements with our NEOs

Gregory W. (Bill) Haskell: Innventure LLC is party to an offer letter, dated January 5, 2021, with Mr. Haskell

(the “Haskell Letter”). The Haskell Letter provides for, among other things, an initial base salary rate of $200,000

per year, and an opportunity for Mr. Haskell to receive certain equity awards from Innventure LLC and new

companies affiliated with Innventure LLC. Mr. Haskell’s base salary in 2024 was $300,000 per year. In January

2025, Mr. Haskell’s base salary was increased again to $700,000 per year.

Mike Otworth: Innventure LLC is party to a Contractor Agreement for Services, effective November 16, 2023,

with Sugar Grove Ventures, LLC, an independent contractor (the “Otworth Service Agreement”). Pursuant to the

Otworth Service Agreement, Mr. Otworth serves as the primary contact and responsible party in carrying out the

services contemplated under the Otworth Service Agreement on behalf of Sugar Grove Ventures, LLC. Pursuant to

the Otworth Service Agreement, Sugar Grove Ventures, LLC provides consulting tasks as assigned in exchange for

a monthly service fee of $25,000 and a target bonus equal to 100% of annual consulting fees. In January 2025, Mr.

Otworth’s monthly service fee was increased to $37,500.

Dr. John Scott: Innventure LLC is party to a Statement of Work, effective April 1, 2018, with Corporate

Development Group LLC, an independent contractor (as amended, the “Scott Service Agreement”). Pursuant to the

Scott Service Agreement, Corporate Development Group LLC provides strategic guidance and consulting services

to Innventure LLC for a monthly service fee of $25,000. In January 2025, Dr. Scott’s monthly service fee was

increased to $37,500.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table and related footnotes set forth information about the outstanding equity awards held by the

NEOs as of December 31, 2024.


		Option Awards					Stock Awards
Name	Type of Award(1)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Gregory W. (Bill) Haskell ....	Refinity Units	—	—		—	—	109,000	(4)	—
Mike Otworth .......................	INV Options	—	262,295	(2)	12.20	12/9/2034
	Refinity Units						109,000	(4)	—
	Accelsius SARs	—	150,000	(3)	12.175	12/31/2026
	INV RSUs						537,705	(5)	7,447,214
	Accelsius Units						75,000	(6)	3,147,750	(7)
Dr. John Scott .......................	INV Options	—	163,934	(2)	12.20	12/9/2034
	Refinity Units						109,000	(4)	—
	Accelsius SARs	—	150,000	(3)	12.175	12/31/2026
	INV RSUs						336,066	(5)	4,654,514
	Accelsius Units	—	—		—	—	9,375	(8)	434,813	(7)

__________________

(1)Type of Award: Refinity Units – Refinity Incentive Units; INV Options – stock options to purchase shares of Common Stock; INV RSUs –

restricted stock units settled in shares of Common Stock; Accelsius SARs – awards granted by Innventure and settled in shares of Common

Stock, the value of which is determined based on the increase in value of Class A Common Units of Accelsius; Accelsius Units – Accelsius

Incentive Units.

(2)In general, these stock options will vest on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual Lock-

up Agreement entered into by such individual on October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous

service until the applicable vesting date.

(3)In general, these Accelsius SARs will be automatically exercised upon the earliest to occur of: (i) the 24-month anniversary of the grant

date, (ii) the participant’s death, or (iii) the participant’s “disability” (as defined in the applicable award agreement).

(4)On December 11, 2024, Refinity Holdings granted to each NEO 109,000 Refinity Incentive Units, with a Refinity Distribution Threshold of

$0.00. Such Refinity Incentive Units will vest over a three-year period, with 25% vesting on the one-year anniversary of the grant date and

9.375% vesting quarterly thereafter.

(5)In general, these RSUs will vest on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual Lock-up

Agreement entered into by such individual on October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous service

until the applicable vesting date.

(6)On March 22, 2024, Accelsius granted to Mr. Otworth 100,000 Accelsius Incentive Units, with an Accelsius Distribution Threshold of

$4.41.In general, these Accelsius Incentive Units will vest over a three-year period, with 25% vesting on the grant date and 9.375% vesting

quarterly beginning on the one-year anniversary of the grant date, subject to Mr. Otworth’s continued service to Accelsius or one of its

subsidiaries.

(7)Because Accelsius was not publicly traded during 2024, these amounts represent the estimated market value of the unvested Accelsius

Incentive Units held by each of the NEOs as of December 31, 2024, as more fully described above under the heading “2024 Equity-Based

Compensation,” based on an external valuation dated as of December 31, 2024.

(8)On May 5, 2022, Accelsius granted to Dr. Scott 100,000 Accelsius Incentive Units, with an Accelsius Distribution Threshold of $0.00. Such

Accelsius Incentive Units were 25% vested on the date of grant, and the remainder of the Accelsius Incentive Units vest in eight

substantially equal quarterly installments beginning 12 months after the date of grant. For a discussion of the treatment of the NEOs’

Incentive Units in the Business Combination, see “Incentive Units Granted in Prior Years” above.

Additional Narrative Disclosure

Tax Qualified Retirement Plan

Employees of Management Services, Accelsius and Refinity Holdings are eligible to participate in a tax-

qualified retirement savings plan (the “401(k) Plan”), under which participating employees may contribute up to

99% of their eligible compensation into their 401(k) Plan accounts, subject to applicable limits under the U.S.

Internal Revenue Code. Mr. Haskell participated in the 401(k) Plan in 2024.

Innventure did not offer a defined benefit pension plan or nonqualified deferred compensation plan for its NEOs

during 2024.

Severance and Change in Control Compensation

Severance Under NEO Arrangements

None of the agreements or offer letters with the NEOs provide for severance compensation in the event of a

termination of employment.

Innventure Equity Compensation

In general, RSUs, stock options and Accelsius SARs granted under the 2024 Plan are eligible to vest or are

automatically exercised as follows in the event of certain termination and change in control scenarios.

RSUs. If an NEO’s employment is terminated due to death or disability, the RSUs will vest in full. If an NEO

remains employed through the date of a “change in control” (as defined for purposes of the applicable equity

awards) and a replacement award is not provided, the RSUs will vest in full. If a replacement award is provided and,

at any point within twelve months following a “change in control,” the employment of an NEO is terminated by the

Company (or its successor) without “cause” or by the NEO for “good reason,” unvested RSUs held by the NEO will

vest in full.

Stock Options. If an NEO’s employment is terminated due to death or disability, the unvested portion of the

option will vest in full upon termination. If an NEO remains employed through the date of a “change in control” (as

defined for purposes of the applicable equity awards) and a replacement award is not provided, the option will vest

in full. If a replacement award is provided and, at any point within two years following a “change in control,” the

employment of an NEO is terminated by the Company (or its successor) without “cause” or by the NEO for “good

reason,” the replacement award will vest in full.

Accelsius SARs. The Accelsius SARs granted in December 2024 were fully vested upon grant and will be

automatically exercised upon the earliest to occur of: (i) the 24-month anniversary of the date of grant, (ii) the

participant’s death, or (iii) the participant’s disability.

Treatment of Incentive Units Upon a Termination of Employment or Engagement

With respect to Innventure Incentive Units (when they were outstanding) and Accelsius Incentive Units, if an

NEO’s employment or engagement is (or was) terminated, then Innventure or Accelsius, as applicable, may

repurchase (or could have repurchased) such NEO’s vested Incentive Units for the greater of the book value or fair

market value (each as defined in the applicable award agreements pursuant to which Incentive Units were granted),

except that if the termination is (or was) voluntary on the part of the NEO or by Innventure or Accelsius, as

applicable, for cause (as defined in the applicable award agreements pursuant to which Incentive Units were

granted), such vested Incentive Units may be repurchased (or could have been repurchased) for their fair market

value.

As described above, Innventure Incentive Units held by the NEOs vested (to the extent unvested) at the time of

the Business Combination and were cancelled in exchange for shares of Common Stock.

With respect to Refinity Incentive Units, if an NEO’s employment or service is terminated, then Refinity

Holdings, LLC may redeem such NEO’s vested Refinity Incentive Units for their fair market value (as defined in the

applicable award agreements pursuant to which Refinity Incentive Units are granted), except that if the termination

is by Refinity Holdings, LLC for cause (as defined in the Refinity Holdings, LLC PI Unit Incentive Plan), such

vested and unvested Refinity Incentive Units may be redeemed by Refinity Holdings, LLC for $0.

Treatment of Accelsius Incentive Units and Refinity Incentive Units upon a Change in Control

With respect to Accelsius Incentive Units and Refinity Incentive Units if Accelsius or Refinity Holdings, LLC,

respectively, experiences a change in control (as defined in the applicable award agreement pursuant to which the

Incentive Units were granted), 100% of such Accelsius Incentive Units or Refinity Incentive Units, as applicable, to

the extent not yet vested, will vest.

Director Compensation

Bill Haskell, David Yablunosky, Mike Otworth, Suzanne Niemeyer, James Donnally, Bruce Brown, Elizabeth

Williams, Daniel Hennessy, and Michael Amalfitano served on the Innventure Board during 2024.

Non-Management Director Compensation Policy

In 2024, our Board adopted the Innventure, Inc. Non-Management Director Compensation Plan (the “Director

Compensation Plan”). The Director Compensation Plan is intended to allow us to attract and retain qualified

individuals to serve on our Board and align their interests with those of our stockholders. The Director

Compensation Plan is generally administered by the Compensation Committee. The Director Compensation Plan

provides for the following cash retainers and equity awards under the 2024 Plan:

•Initial Equity Grant: Each non-management director that became a member of our Board as of the Closing

Date and who was still serving on our Board on the third business day following the effective date of the

Director Compensation Plan received RSUs with a targeted value of $90,000 on such date, in respect of

their service from the Closing and the date of the Company’s first annual meeting of stockholders. Such

RSUs will generally vest on the date of this year’s annual meeting, subject to each non-management

director providing service on our Board through such date.

•Quarterly cash retainer: Each non-management director will receive an annual cash retainer fee of

$80,000, paid in arrears on a quarterly basis. The annual cash retainer fee will be prorated in the event that a

non-management director serves on our Board for a portion of any calendar quarter.

•Annual equity retainer: On the date of each of our regularly scheduled annual meetings of stockholders,

each non-management director will receive a grant of RSUs with a targeted value of $120,000, which will

generally vest on the earlier of (i) the first anniversary of the grant date and (ii) the next annual meeting of

stockholders that occurs following the grant date, subject to each non-management director providing

service on our Board on such vesting date. If a non-management director is elected to our Board other than

in connection with an annual meeting of stockholders, such non-management director’s annual equity

retainer will be prorated based on the number of days of service until the scheduled date of the next annual

meeting of stockholders.

•Committee retainers: Each non-management director who serves as the chairperson of a standing

committee of our Board will receive an annual cash retainer fee of $20,000, paid in arrears on a quarterly

basis and prorated in the event that such non-management director serves in such position for a portion of

any calendar quarter. Each non-management director who serves as a member, but not a chairperson, of a

committee of our Board will receive an annual cash retainer fee of $10,000 for each committee, paid in

arrears on a quarterly basis and prorated in the event that such non-management director serves in such

position for a portion of any calendar quarter.

In addition to the compensation provided under the Director Compensation Plan, James Donnally was granted

an award of 20,000 Accelsius SARs, as more fully described in footnote 2 to the 2024 Director Compensation Table

below, in 2024. The following table sets forth the total compensation received by our non-management directors in

2024. Directors who were also executives of Innventure did not receive additional compensation in 2024 for their

board service.

2024 Director Compensation


Name	Fees earned or paid in cash ($)	Stock awards ($)(1)	Option awards ($)(2)	Total ($)
James Donnally ...............................................	27,500	89,999	782,000	899,499
Bruce Brown ....................................................	27,500	89,999	—	117,499
Elizabeth Williams ..........................................	25,000	89,999	—	114,999
Daniel Hennessy ..............................................	25,000	89,999	—	114,999
Michael Amalfitano ........................................	25,000	89,999	—	114,999

__________________

(1)Reflects the grant date fair value of the RSU awards, calculated in accordance with FASB ASC Topic 718. For information regarding

assumptions used in calculating these values, see Note 14 to the consolidated financial statements included elsewhere in this prospectus. As

of December 31, 2024, the non-management directors held the following outstanding stock awards: each of Messrs. Donnally, Brown,

Hennessy and Amalfitano and Ms. Williams, 7,377 RSUs.

(2)Reflects the grant date fair value of the Accelsius SARs, calculated in accordance with FASB ASC Topic 718. For information regarding

assumptions used in calculating these values, see Note 14 to the consolidated financial statements included elsewhere in this prospectus.

The Accelsius SARs were granted by Innventure and are settled in shares of Common Stock, the value of which is determined based on the

increase in value of Class A Common Units of Accelsius over a base price of $12.175. In general, these Accelsius SARs will be

automatically exercised upon the earliest to occur of: (i) the 24-month anniversary of the grant date, (ii) Mr. Donnally’s death, or (iii) Mr.

Donnally’s “disability” (as defined in the applicable award agreement). The Compensation Committee may, in its discretion, determine that

Mr. Donnally will receive cash instead of Common Stock. As of December 31, 2024, Mr. Donnally held 20,000 Accelsius SARs. Mr.

Donnally was granted these Accelsius SARs in respect of prior service.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Unless otherwise indicated, all dollar amounts (“$”) in this section are expressed in thousands, except share and

per share amounts.

The following is a description of each transaction since January 1, 2023 and each currently proposed transaction

in which Innventure LLC, Innventure or the Innventure Companies has been or is to be a participant and:

•the amount involved exceeded or exceeds $120; and

•any of such company’s directors, executive officers, or holders of more than 5% of its capital stock, or any

immediate family member of, or person sharing the household with, any of these individuals, had or will

have a direct or indirect material interest.

Transactions with AeroFlexx, Accelsius, Innventus ESG Fund I, L.P., and Innventure1, LLC

Management Services

Pursuant to a Management Services Agreement dated August 17, 2018, among Management Services, a wholly

owned subsidiary of Innventure LLC, Innventure GP and the ESG Fund, Innventure earns management fees for

providing administrative, finance and accounting services and other back-office functions for the ESG Fund. For the

years ended December 31, 2024 and 2023, the ESG Fund paid $800 and $800, respectively, for these management

services. As of December 31, 2024 and 2023, the ESG Fund owed to Management Services approximately $600 and

$0, respectively.

Additionally, pursuant to the ESG Fund’s Amended and Restated Limited Partnership Agreement, the ESG

Fund may offset the management services fees owed to Innventure GP and Management Services by the amount in

which the ESG Fund’s expenses exceed $800, for a total of $0 and $0 of costs reimbursed in the fiscal years ended

December 31, 2024 and 2023, respectively.

Option Agreement

On March 12, 2021, Innventure LLC entered into a purchase option agreement with the ESG Fund (then known

as Innventus Fund I, L.P.), pursuant to which the ESG Fund agreed to forfeit previously issued warrants to purchase

Class B-1 preferred units of Innventure LLC in exchange for the grant of an irrevocable option to purchase (i)

145,161 shares of common stock, par value $0.001 per share, of PCT at an exercise price of $1.00 per share, if the

option was exercised after the consummation of certain business combination transactions involving PCT held by

Innventure LLC (the “Option Shares”) or (ii) 13,798 Class A units of PCT at an exercise price of $1.00 per Class A

Unit, if the option was exercised prior to the consummation of certain business combination transactions involving

PCT, held by Innventure LLC. The Option Shares are subject to a contractual lock-up agreement that Innventure

LLC entered into in connection with PCT’s business combination transactions and may only be delivered to the ESG

Fund upon the periodic expiration of such lock-up restrictions. The option was exercised in full on March 16, 2022

for 145,161 shares of PCT’s common stock and, to date, approximately half of the Option Shares have been

delivered to ESG Fund, with the remainder to be delivered once such shares are released from contractual lock-up

obligations.

Indebtedness

During the fiscal year ended December 31, 2023, Innventure LLC loaned AeroFlexx $2,600 through a series of

informal intercompany loans. During the fiscal year ended December 31, 2024, Innventure informally loaned

AeroFlexx an additional $4,400. The loans were expected to be repaid in full by June 2024 and bear no interest and,

instead, were included in the AeroFlexx Loan Agreement (as defined and described below).

On July 1, 2024, AeroFlexx, as borrower, AeroFlexx Packaging Company LLC, as guarantor (“AeroFlexx

Packaging”), and Innventure LLC, as Lender, entered into a Loan Agreement (the “AeroFlexx Loan Agreement”).

Under the terms of the AeroFlexx Loan Agreement, Innventure LLC agreed to lend to AeroFlexx up to $2,400 from

time to time until the Maturity Date (as defined in the AeroFlexx Loan Agreement). Additionally, the aggregate

principal amount of $7,600 that Innventure LLC previously loaned to AeroFlexx for working capital pursuant to

interest-free loans that had not previously been formally documented is included as an amount outstanding under the

AeroFlexx Loan Agreement and subject to the terms of the AeroFlexx Loan Agreement. The aggregate principal

amount of the Term Loans (as defined in the AeroFlexx Loan Agreement) shall not exceed $10,000. The Term

Loans covered by the AeroFlexx Loan Agreement will be guaranteed by AeroFlexx Packaging and will incur

interest at the annual applicable federal rate published by the Internal Revenue Service (the “IRS”) and adjusted

quarterly, such interest rate to be increased by 2.0% upon the occurrence of an Event of Default (as defined in the

AeroFlexx Loan Agreement). After any repayment of all or any portion of the Term Loans, the Term Loans may be

re-borrowed. AeroFlexx will have the option to prepay all or any portion of the Term Loans upon the written

consent of Innventure LLC and the Term Loans will be accelerated and must be prepaid upon the occurrence of an

Event of Default. At Innventure LLC’s option, the Term Loans and any unpaid accrued interest and any fees and

expenses owed by AeroFlexx may be converted into Next Equity Securities (as defined in the AeroFlexx Loan

Agreement). As part of the AeroFlexx Loan Agreement, AeroFlexx did not raise equity financing up to the target

amount by January 1, 2025. Therefore, on January 2, 2025, $7,250 of outstanding principal of the then-outstanding

Term Loans and unpaid accrued interest thereon (as calculated per the AeroFlexx Loan Agreement) was subject to

mandatory conversion. Using the price per unit of $6.83, the Company obtained 1,060,747 AeroFlexx Class D

preferred units through the mandatory conversion. Based on the increase of AeroFlexx Class D preferred units,

Innventure’s updated ownership percentage in AeroFlexx is 38%. Additionally, the aggregate principal amount of

$7,600 that Innventure LLC previously loaned to AeroFlexx for working capital pursuant to interest-free loans that

had not previously been formally documented is included as an amount outstanding under the AeroFlexx Loan

Agreement and subject to the terms of the AeroFlexx Loan Agreement. The proceeds of the Term Loans will be

used by AeroFlexx for general business purposes, including to fund AeroFlexx’s working capital needs. The

AeroFlexx Loan Agreement contains customary representations, warranties and covenants, including covenants

restricting AeroFlexx’s ability to encumber assets and AeroFlexx’s ability to merge or consolidate with another

entity. Since the date of the AeroFlexx Loan Agreement, the largest amount of principal outstanding $10,000 and no

interest or principal has been paid on the Term Loans, and as of March 31, 2025 the current amount outstanding is

$10,307 following the conversion of $7,300 on January 2, 2025 and the inclusion of the $4,400 informal loan under

the AeroFlexx Loan Agreement. Subsequent to the date on which the $10,000 cap on the AeroFlexx Loan

Agreement was achieved, Innventure has also informally loaned an additional $4,155 to AeroFlexx.

On March 30, 2023, Innventure LLC entered into a loan and security agreement with Accelsius. Under the loan

and security agreement, Innventure LLC agreed to loan, from time to time, up to $6,000 in term loans to Accelsius,

with a minimum loan of $10 per term loan. On December 13, 2023, the loan and security agreement was amended to

increase the aggregate amount available to be loaned to Accelsius to $12,000. On April 10, 2024, the loan and

security agreement was amended to allow for all or any portion of the term loans to be re-borrowed. On July 1,

2024, the loan and security agreement was amended to remove the requirement that interest under the term loans be

paid in kind. Outstanding principal amounts accrue interest at the annual applicable federal rate published by the IRS

and are adjusted quarterly. In lieu of repayment in cash, at its option, Innventure may convert the outstanding

principal amount of the term loans and any unpaid accrued interest, fees and expenses into equity securities of

Accelsius issued in a bona fide equity financing for investment purposes. To date, Accelsius has borrowed $17,075

in the aggregate, of which $5,075 of principal has been repaid and $84 of interest has been repaid. As of December

31, 2024, approximately $12,408 was outstanding under the loan and security agreement, including $408 of accrued

interest. In addition, to date, Innventure LLC has informally loaned Accelsius $1,200. As described elsewhere in this

prospectus, all intercompany transactions and balances have been eliminated in consolidation, including those

related to this loan and security agreement with Accelsius.

During the fiscal year ended December 31, 2024, Innventure LLC informally loaned Refinity Holdings $530.

On December 21, 2023, Mike Otworth, Innventure LLC’s Executive Chairman, loaned the Company

approximately $1,000 for working capital purposes. The Company issued a note payable representing that loan in

the amount of $1,000 during the year ended December 31, 2023, which is included in notes payable to related parties

in the consolidated balance sheets as of December 31, 2023. The related party note had no stated interest and no

stated maturity date at issuance. In May 2024, the Company executed an unsecured promissory note (the “Otworth

Promissory Note”) which provides that the indebtedness has no stated interest and matures on December 21, 2024.

Per the executed agreement, on the maturity date, the Company is required to repay the outstanding principal

amount of the related party note and a loan fee equal to $63. If the Company failed to pay any amount due under the

related party note on the maturity date thereof, interest will accrue on the amount outstanding at a rate of eight

percent (8%) per annum from the maturity date.

On March 20, 2025, Mike Otworth agreed to deem as repaid in full and otherwise terminated all loans and other

obligations of Innventure LLC to Mike Otworth under the Otworth Promissory Note and any loan documentation

executed in connection with the Otworth Promissory Note in exchange for (i) Mike Otworth’s receipt in cash of

$180 and (ii) the issuance to Mike Otworth of 114,161 shares of Series C Preferred Stock on March 24, 2025.

Transactions Involving Innventure1

From time to time, Innventure1 LLC (“Innventure1”) pays expenses on behalf of Innventure LLC pursuant to a

related party note, with settlement of such amounts to be agreed upon by management of each of Innventure1 and

Innventure LLC. On October 31, 2023, Innventure LLC entered into a debt conversion agreement with Innventure1.

During the year ended December 31, 2023, and pursuant to the terms of the debt conversion agreement, the

Company extinguished the related party note with Innventure1 and converted this note in the amount of $500 into

52,010 Class B Preferred Units based on the Class B Preferred Unit issuance price of $9.6992 per unit. The nature of

this indebtedness is primarily expenses paid on the Company’s behalf and settlement was agreed upon by the

management of the two related parties. The indebtedness has no stated interest and no maturity date.

ESG Fund Obligations

On May 24, 2023, Innventure LLC and WE-INN paid to the ESG Fund its capital call obligation of

approximately $100.

Class B-1 Unit Purchase Agreement

On August 25, 2023, Innventure LLC entered into a unit purchase agreement with each of John Scott and

Michael Otworth (each a “Purchaser” and together the “Purchasers”), who are each members of Innventure1. Under

the terms of the unit purchase agreements, Innventure LLC agreed to issue the Purchasers 171,498 and 260,787

Class B-1 Preferred Units, respectively, upon the release of Dr. Scott and Mr. Otworth’s contractual restrictions

under lock-up agreements entered into between Dr. Scott and Mr. Otworth and PCT. The Purchasers agreed to

purchase such Class B-1 Preferred Units at a price of $9.6992 per unit (based on a weighted average of the closing

price on the NASDAQ Global Market of PCT’s common stock during the 30-day period ending on the date on

which the exchange closed, multiplied by 0.8) in exchange for contributing certain shares of PCT’s common stock to

Innventure LLC, with the aggregate purchase price of the Class B-1 Preferred Units totaling approximately $1,700

and $2,500, respectively. Following discussions to place the Purchasers in, as closely as possible, the same

economic position following the Business Combination, the parties terminated this arrangement in connection with

the Closing.

Intercompany Advancement of Expenses

In the normal course of business, Innventure LLC has made advances for certain expenses on behalf of

AeroFlexx, Accelsius, the ESG Fund and Refinity. These advances are typically made on a month-to-month basis,

meaning that they are incurred one month and repaid the following month. As of December 31, 2024, $246 of the

respective advances have been fully reimbursed, and the remainder is added to the respective letter-of-credit

outstanding balance or otherwise remains outstanding. The following table details the aggregate amount advanced to

each company (in excess of $120) per year since 2023:


Company Name	Fiscal Year Ended December 31,
	2024	2023
Accelsius .................................................................................................................	$126	160
AeroFlexx ...............................................................................................................	*	*
ESG Fund ...............................................................................................................	*	*
Refinity ...................................................................................................................	$539	*

__________________

*Less than $120

AeroFlexx

Loan and Security Agreements

On February 9, 2023, AeroFlexx Packaging and Auto Now Acceptance Co., LLC (“Auto Now”) entered into a

Loan Agreement (the “Loan Agreement”). Under the terms of the Loan Agreement, Auto Now agreed to lend to

AeroFlexx Packaging, on a revolving basis, up to $4,000 at one time. AeroFlexx Packaging may borrow, repay and

reborrow funds from the date of the Loan Agreement until January 31, 2024 (the “Commitment Period”). The

Commitment Period may be renewed up to four times, each for one calendar year period, beginning on January 3 of

each year, and was renewed in 2024. Loans made pursuant to the Loan Agreement will be guaranteed by AeroFlexx

and will incur interest at variable interest rates based on the prime rate, as published by The Wall Street Journal, plus

5.0% (such rates not to exceed 12% per annum). The loans made pursuant to the Loan Agreement will be made upon

Auto Now’s receipt of executed promissory notes and security instruments satisfactory to Auto Now and upon Auto

Now’s satisfaction that certain collateral securing AeroFlexx Packaging’s indebtedness is sufficient. Upon

AeroFlexx Packaging’s request, one or more promissory notes evidencing loans under the Loan Agreement may be

converted to term loans, solely at the discretion of Auto Now. Such terms loans will proportionately decrease the

availability of funds under the Loan Agreement. The proceeds of the loans will be used to purchase liquid filing

equipment as part of AeroFlexx Packaging’s liquid packaging operations. As of December 31, 2024, approximately

$2,700 was outstanding under the Loan Agreement. Since the date of the Loan Agreement, no principal has been

paid, $500 of interest has been paid, and the largest amount of principal outstanding was $2,800.

Additionally, on February 9, 2023, AeroFlexx Packaging and Auto Now entered into a Security Agreement (the

“Security Agreement”) pursuant to which AeroFlexx Packaging granted to Auto Now a security interest in

AeroFlexx Packaging’s liquid filling equipment (the “Collateral”). The Security Agreement secures (i) all

indebtedness owed under the Loan Agreement and future advances and promissory notes made pursuant to the Loan

Agreement, (ii) all expenditures by AeroFlexx Packaging incurred for taxes, insurance and repairs to and

maintenance for the Collateral and (iii) all liabilities of AeroFlexx Packaging to Auto Now presently existing or

incurred in the future, whether they are matured or unmatured, direct or contingent, and any renewals, extensions

and substitutions of those liabilities.

On March 20, 2025, Auto Now agreed to deem as repaid in full and otherwise terminated all loans and other

obligations of AeroFlexx Packaging to Auto Now under the Loan Agreement and any loan documentation executed

in connection with the Loan Agreement in exchange for the issuance to Glockner Family Venture Fund, LP of

578,294 shares of Series C Preferred Stock on March 24, 2025.

James Donnally, a member of the Board, also serves as a director of Auto Now Acceptance Company, the

parent company of Auto Now.

Accelsius

Convertible Notes

On August 18, 2022, pursuant to a note purchase agreement (the “Series I Note Purchase Agreement”), by and

among Accelsius, the ESG Fund and the other parties thereto, Accelsius issued a convertible promissory note to the

ESG Fund in an aggregate principal amount of $4,000 (the “Accelsius Convertible Notes”). The Accelsius

Convertible Notes accrue interest at a rate of 8% per year and are convertible into equity securities of Accelsius

issued in a bona fide equity offering for investment purposes at a conversion price equal to the lesser of 80% of the

per unit price paid by the investors purchasing such equity in the such offering or (b) the quotient of $200,000

divided by the aggregate number of outstanding Class A Units and Accelsius Incentive Units as of immediately prior

to the initial closing of such equity securities. The Accelsius Convertible Notes mature on the earlier of August 18,

2025 or the date on which a change of control transaction (as defined in the Accelsius Convertible Notes) is

consummated. The total amount of interest accrued and due to the ESG Fund in the fiscal year ended December 31,

2023 was approximately $500. As of December 31, 2024, the total amount of interest accrued and due to the ESG

Fund in 2024 was $0.

On June 2, 2023, the Series I Note Purchase Agreement was amended and restated to permit Accelsius to issue

and sell additional Accelsius Convertible Notes to such persons or entities (including to the ESG Fund if the ESG

Fund desires to acquire additional Accelsius Convertible Notes) as determined by Accelsius, until the earlier of (i)

such time as the aggregate amount of principal indebtedness evidenced by all of the Accelsius Convertible Notes

issued and sold pursuant to the note purchase agreement equals a total of $6,000 or (ii) July 31, 2023. In March

2024, the Accelsius Convertible Notes were converted into 693,480 Accelsius Series A units at a conversion price of

$9.74 per unit. Since the date of the Accelsius Convertible Notes, the largest aggregate amount of principal amount

outstanding was approximately $6,000.

Class A Series 2 Units

On February 1, 2023, the ESG Fund purchased 23,712 Class A Series 2 Units of Accelsius for aggregate

proceeds of approximately $100.

Other Related Party Transactions

Investor Rights Agreement

Pursuant to the terms of the Business Combination Agreement, at the Closing, Innventure and Founding

Investors entered into the Investor Rights Agreement. See the section entitled “Management—Director Nominations

—Agreements to Nominate Certain Directors” for more information.

Lock-Up Agreements

In connection with the entry into the Business Combination Agreement, certain members of Innventure LLC

(the “MSA Lock-Up Parties”) entered into a Member Support Agreement with Learn CW, Innventure, and Holdco

(the “Member Support Agreement”) pursuant to which the MSA Lock-Up Parties agreed to, among other things, be

subject to a 180-day lock-up period following the Closing with respect to any shares of Common Stock received as

consideration in the Business Combination. On April 1, 2025, the restrictions pursuant to the lock-up under the

Member Support Agreement lapsed with respect to the shares of Common Stock held by the MSA Lock-Up Parties.

Pursuant to Innventure’s A&R Certificate of Incorporation, the holders of shares of Common Stock issued as

consideration (including any Earnout Shares, as defined in the Business Combination Agreement) to former holders

of membership interests, warrants or other equity interests of Innventure LLC were prohibited from transferring any

such shares of Common Stock until the end of the period beginning on the date of the Closing and ending on the

date of the opening of the first trading window at least 180 days after the Closing. On April 1, 2025, the restrictions

pursuant to the lock-up under the A&R Certificate of Incorporation lapsed with respect to the shares of Common

Stock held by the former holders of membership interests, warrants, or other equity interests of Innventure LLC.

In connection with the entry into the Business Combination Agreement, certain insiders of Innventure entered

into lock-up agreements, pursuant to which such persons have agreed to restrictions on the transfer of their shares of

Common Stock, subject to certain exceptions, for a period ending upon the earlier of (A) the expiration of one year

after the Closing and (B) subsequent to the Closing, (i) if the closing price of Common Stock equals or exceeds

$12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the

like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii)

the date which Innventure completes a merger, liquidation, stock exchange, reorganization or other similar

transaction after the Closing that results in all of the public stockholders of Innventure having the right to exchange

their shares of Common Stock for cash securities or other property.

In connection with Learn CW’s initial public offering, Learn CW entered into a Letter Agreement (the “2021

Letter Agreement”), dated October 7, 2021, among Learn CW and its officers, directors, director nominees and

CWAM LC Sponsor LLC, Learn CW’s former Sponsor (the “Sponsor”), pursuant to which the Sponsor and certain

Insiders (as defined therein) agreed not to transfer certain Class B ordinary shares of Learn CW, par value $0.0001

per share (the “Founder Shares”), outstanding prior to the consummation of Learn CW’s initial public offering until

the earlier of (A) one year after the completion of the Business Combination and (B) the date following the

completion of the Business Combination on which Learn CW completes a liquidation, merger, share exchange or

other similar transaction that results in all of Learn CW’s shareholders having the right to exchange their Learn CW

Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), for cash, securities or other property.

The Founder Shares and the Ordinary Shares were each converted into shares of Common Stock at the Closing.

Pursuant to the terms of the 2021 Letter Agreement, and notwithstanding the foregoing, if, subsequent to the

Closing, the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-

divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20

trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the

shares of Common Stock held by the parties to the 2021 Letter Agreement or their permitted transferees will be

released from lock-up.

Employee Family Relationship

Mr. Colin Scott (the son of Dr. John Scott, our Chief Strategy Officer) is an employee of Innventure and serves

on the Accelsius board of directors. Mr. Colin Scott earned $325 and $216 for the years ended December 31, 2024

and 2023, respectively.

Aircraft Time Sharing Agreements

On May 6, 2024, Innventure LLC entered into aircraft time sharing agreements with entities affiliated with

Michael Otworth and John Scott, each of whom owns a partial interest in a private airplane, whereby they, as partial

owners of the plane, would be reimbursed for its use by Innventure LLC and its employees and directors. Such

reimbursements are only to be granted for Innventure LLC business use. The aircraft time sharing agreements each

have an initial term of one year and automatically renew for one month terms until terminated by either party. Each

agreement may be terminated by either party with 30 days’ prior written notice. In 2024, Innventure LLC made

reimbursements to each of Mr. Otworth and Dr. Scott in the amounts of $142 and $122, respectively. Mr. Otworth

was the Executive Chairman of Innventure LLC and is now Innventure’s Executive Chairman. Dr. Scott was the

Chief Strategy Officer of Innventure LLC and is now Innventure’s Chief Strategy Officer.

Bridge Financing

On August 20, 2024, pursuant to an unsecured promissory note (the “Glockner Bridge Note”), Innventure LLC

borrowed $10,000 from Glockner Family Venture Fund, LP (the “Glockner Lender”), a Florida limited partnership

affiliated with Glockner Enterprises, as bridge financing until the Closing of the Transactions. The outstanding

principal amount and loan fee were due upon the later of October 15, 2024 or the first business day following

Closing. The Glockner Bridge Note carries a loan fee of $1,000 and does not bear interest except during an event of

default. Pursuant to the Glockner Bridge Note, advances under the note shall be made in multiple installments as

follows: (i) $3,000 on August 20, 2024 (and was received on August 20, 2024), (ii) $3,000 on August 27, 2024 (and

was received on August 27, 2024) and (iii) $4,000 on September 3, 2024 (and was received on September 3, 2024).

Amounts that are borrowed and repaid may not be re-borrowed. Glockner Enterprises is affiliated with persons or

entities that collectively own greater than 10% of Innventure’s Class B-1 preferred units. James Donnally was a

director of Innventure LLC and is now a director of Innventure, is the Managing Member of Bellringer Consulting

Group, LLC, the General Partner of the Glockner Lender, is an equity holder of the Glockner Lender, and previously

served as the Vice President and Chief Financial Officer of Glockner Enterprises from 1996 to 2023. Mr. Donnally

currently has no authority over the Glockner Lender’s decision-making with respect to equity or debt investments in

Innventure.

On August 22, 2024, pursuant to an unsecured promissory note (the “Scott Bridge Note”), Innventure LLC

borrowed $2,000 from Dr. John Scott, Innventure’s Chief Strategy Officer. Interest will accrue on the Scott Bridge

Note at a rate of eleven and half percent (11.5%) per annum plus, in the case of an event of default, an additional

two percent (2%) per annum, amounts will be advanced under the Scott Bridge Note upon written request and,

otherwise, the Scott Bridge Note has terms identical to the Glockner Bridge Note.

On October 1, 2024, the Company and the Glockner Lender amended and restated the Glockner Bridge Note (as

amended, the “A&R Glockner Bridge Note”). The A&R Glockner Bridge Note was issued in the principal amount

of $10,000 and such borrowings are due upon the earlier of January 31, 2025 and the first business day following the

date on which the Company has sufficient capital to be able to repay all amounts outstanding under such note and

otherwise meet its expected working capital needs, as determined by the Company in its reasonable discretion. From

and after the issuance date of the A&R Glockner Bridge Note, such note will bear interest at 15.99% per annum,

payable in arrears on the first business day of each calendar month, beginning on November 1, 2024. In the event of

a failure to pay any amount due under the A&R Glockner Bridge Note, such failure will not constitute an event of

default unless certain other conditions are met. The Company also agreed to pay the Glockner Lender $1,000 as a

loan fee, which was repaid in connection with entry into the Second A&R Glockner Bridge Note. As described

above, Mr. Donnally serves as the managing member of the Glockner Lender’s general partner, Bellringer

Consulting Group LLC. As of the date hereof, only the $1,000 loan fee has been repaid under the A&R Glockner

Bridge Note.

On October 1, 2024, the Company and Dr. John Scott agreed to amend and restate the Scott Bridge Note (as

amended, the “A&R Scott Bridge Note”). The A&R Scott Bridge Note was reissued in the principal amount of

$1,000 and such borrowings are due at maturity on January 31, 2025. From August 22, 2024 to but excluding

October 1, 2024, interest on the A&R Scott Bridge Note accrued at a rate of 11.5% per annum, and from and after

October 1, 2024, interest on the A&R Scott Bridge Note accrued at a rate of 13.5% per annum. In the event of a

failure to pay any amount due under the A&R Scott Bridge Note, such failure will not constitute an event of default

unless certain other conditions are met. The Company also agreed to pay Dr. John Scott, the Company’s Chief

Strategy Officer, $1,000 under the Scott Bridge Note.

On March 20, 2025, the Glockner Lender agreed to deem as repaid in full and otherwise terminated all loans

and other obligations of Innventure LLC to the Glockner Lender under the A&R Glockner Bridge Note and any loan

documentation executed in connection with the A&R Glockner Bridge Note in exchange for the issuance to the

Glockner Lender of 1,392,059 shares of Series C Preferred Stock on March 24, 2025.

On March 20, 2025, Dr. John Scott agreed to deem as repaid in full and otherwise terminated all loans and other

obligations of Innventure LLC to Dr. John Scott under the A&R Scott Bridge Note and any loan documentation

executed in connection with the A&R Scott Bridge Note in exchange for (i) Dr. John Scott’s receipt in cash of $195

and (ii) the issuance to Dr. John Scott of 226,334 shares of Series C Preferred Stock on March 24, 2025.

Review, Approval or Ratification of Transactions with Related Parties

The Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party

transactions,” which are transactions between the Company and related parties in which the aggregate amount

involved exceeds or may be expected to exceed $120 and in which a related party has or will have a direct or

indirect material interest. The written charter of the Audit Committee provides that the Audit Committee will review

and approve in advance any related party transaction.

Limitation of Liability and Indemnification of Directors and Executive Officers

Innventure has entered into indemnification agreements with each of Innventure’s directors and executive

officers, the form of which is attached as an exhibit to the Company’s Annual Report on Form 10-K for the year

ended December 31, 2024. The indemnification agreements require Innventure to indemnify its directors and

executive officers to the fullest extent permitted by Delaware law.

Related Party Transaction Policy

Innventure has adopted a formal written policy for the review and approval of transactions with related parties.

Such policy requires, among other things, that:

•the Audit Committee shall review the material facts of all related party transactions;

•in reviewing any related party transaction, the Audit Committee will take into account, among other factors

that it deems appropriate, whether the related party transaction is on terms no less favorable to Innventure

than terms generally available in a transaction with an unaffiliated third-party under the same or similar

circumstances and the extent of the related party’s interest in the transaction;

•in connection with its review of any related party transaction, Innventure shall provide the Audit

Committee with all material information regarding such related party transaction, the interest of the related

party and any potential disclosure obligations of Innventure in connection with such related party

transaction; and

•if a related party transaction will be ongoing, the Audit Committee may establish guidelines for

Innventure’s management to follow in its ongoing dealings with the related party.

In addition, the related party transaction policy provides that the Audit Committee, in connection with any

approval of a related party transaction involving a non-employee director or director nominee, should consider

whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-

employee” director, as applicable, under the rules and regulations of the SEC and NASDAQ.

Director Independence

Our Board has evaluated and affirmatively determined the independence of each of James O. Donnally, Bruce

Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano: (i) based on each nominee’s completed

questionnaire designed to solicit information about relationships that could have an impact on independence and (ii)

using standards required by the SEC and NASDAQ. In making these determinations, the Board considered the

current and prior relationships that each non-employee director has with Innventure and all other facts and

circumstances the Board deemed relevant in determining a director nominee’s independence, including the

beneficial ownership of our capital stock by each non-employee director.

DESCRIPTION OF SECURITIES

Innventure has one class of securities registered under Section 12 of the Exchange Act: its Common Stock. The

following description of our capital stock is a summary and is qualified in its entirety by provisions of Delaware law

and by reference to the terms of the A&R Certificate of Incorporation and our Bylaws, which are attached as

exhibits to Innventure’s most recent Annual Report on Form 10-K filed with the SEC. We encourage you to read

the applicable portions of the Delaware General Corporation Law, as amended (the “DGCL”), and our A&R

Certificate of Incorporation and our Bylaws, as applicable, carefully and in their entirety because they describe your

rights as a holder of shares of Common Stock.

General

Innventure’s authorized capital stock consists of 250,000,000 shares of Common Stock and 25,000,000 shares

of preferred stock, par value $0.0001 per share. Of the 25,000,000 shares of preferred stock, 3,000,000 shares are

designated as “Series B Preferred Stock” and 5,000,000 shares are designated as “Series C Preferred Stock.”

Common Stock

Each share of Common Stock shall entitle the record holder to one (1) vote per share on all matters submitted to

a vote of stockholders. The holders of shares of Common Stock shall not have cumulative voting rights. Upon the

Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to

creditors or any other series of preferred stock having liquidation preferences, if any, the holders of Common Stock

will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of Common

Stock do not have preemptive, subscription, redemption or conversion rights. Common Stock will not be subject to

further calls or assessment by the Company. There will be no redemption or sinking fund provisions applicable to

the Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable. The

rights, powers, preferences and privileges of holders of Common Stock will be subject to those of the holders of any

series of the Company’s preferred stock that the Company may authorize and issue in the future, the Series B

Preferred Stock and the Series C Preferred Stock.

When a quorum is present at any meeting of stockholders, any matter other than the election of directors to be

voted upon by the stockholders at such meeting will be decided by the affirmative vote of the holders of a majority

of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is

required by law. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality

of the votes cast will be sufficient to elect such directors.

As of April 11, 2025, there were approximately 47,106,300 shares of Common Stock outstanding.

Preferred Stock

After the designation of the Series B Preferred Stock and the Series C Preferred Stock, 17,000,000 authorized

shares of preferred stock remain available for the creation and issuance of one or more additional series of preferred

stock by the Board. Unless required by law or by applicable stock exchange rule, the remaining authorized shares of

preferred stock will be available for issuance without further action by you. The Board is authorized to fix from time

to time before issuance the number of preferred shares to be included in any such series and the designation, powers,

preferences and relative participating, optional or other rights, if any, and the qualifications, limitations or

restrictions thereof. The authority of the Board with respect to each such series will include, without limiting the

generality of the foregoing, the determination of any or all of the following:

•the number of shares of any series and the designation to distinguish the shares of such series from the

shares of all other series;

•the voting powers, if any, and whether such voting powers are full or limited in such series;

•the redemption provisions, if any, applicable to such series, including the redemption price or prices to be

paid;

•whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the

dates and preferences of dividends on such series;

•the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the

assets of, the Company;

•the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for,

shares of any other class or classes or of any other series of the same or any other class or classes of stock,

or any other security, of the Company or any other corporation or other entity, and the rates or other

determinants of conversion or exchange applicable thereto;

•the right, if any, to subscribe for or to purchase any securities of the Company or any other corporation or

other entity;

•the provisions, if any, of a sinking fund applicable to such series;

•any other relative, participating, optional, or other special powers, preferences or rights and qualifications,

limitations, or restrictions thereof; and

•all as may be determined from time to time by the Board and stated or expressed in the resolution or

resolutions providing for the issuance of such preferred stock (collectively, a “Preferred Stock

Designation”).

The Company could issue a series of preferred stock that could, depending on the terms of the series, impede or

discourage an acquisition attempt or other transaction that some, or a majority, of the holders of Common Stock

might believe to be in their best interests or in which the holders of Common Stock might receive a premium for

their Common Stock over its market price. Additionally, the issuance of preferred stock may adversely affect the

rights of holders of Common Stock by restricting dividends on Common Stock, diluting the voting power of

Common Stock or subordinating the liquidation rights of Common Stock. As a result of these or other factors, the

issuance of preferred stock could have an adverse impact on the market price of Common Stock.

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out

of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is

defined as the excess of the net assets of the corporation over the amount determined to be the capital of the

corporation by the Board. The capital of the corporation is typically calculated to be (and cannot be less than) the

aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total

liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the

dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon

the distribution of assets.

Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock

(including the Series B Preferred Stock and the Series C Preferred Stock) or any class or series of stock having a

preference senior to or the right to participate with the Common Stock with respect to the payment of dividends (and

other distributions of cash, stock or property), such holders of Common Stock shall be entitled to the payment of

dividends (and other distributions of cash, stock or property) ratably in proportion to the number of shares held by

each such stockholder when, as and if declared by the Board in its discretion from time to time in accordance with

applicable law.

Innventure has no current plans to pay dividends on the Common Stock. Any decision to declare and pay

dividends in the future will be made at the sole discretion of the Board and will depend on, among other things,

Innventure’s results of operations, cash requirements, financial condition, contractual restrictions and other factors

that the Board may deem relevant. Because Innventure is a holding company with no direct operations, Innventure

will only be able to pay dividends from funds it receive from its subsidiaries.

Annual Stockholder Meetings

The Bylaws will provide that annual stockholder meetings will be held at such date, time and place, if any, as

determined by the Board. The Board may also determine that a meeting of stockholders be held by means of remote

communication as authorized by and in accordance with the DGCL.

Anti-Takeover Effects of Innventure’s A&R Certificate of Incorporation and Bylaws and Certain Provisions

of Delaware Law

The A&R Certificate of Incorporation and Bylaws contain and the DGCL contains provisions, which are

summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the

composition of the Board. These provisions are intended to avoid costly takeover battles, reduce Innventure’s

vulnerability to a hostile change of control and enhance the ability of the Board to maximize stockholder value in

connection with any unsolicited offer to acquire Innventure. However, these provisions may have an anti-takeover

effect and may delay, deter or prevent a merger or acquisition of Innventure by means of a tender offer, a proxy

contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that

might result in a premium over the prevailing market price for the shares of Common Stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing

requirements of NASDAQ, which would apply if and so long as Common Stock remains listed on NASDAQ,

require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or

then outstanding number of shares of common stock. Additional shares that may be used in the future may be issued

for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate

acquisitions.

The Board may generally issue preferred shares on terms calculated to discourage, delay or prevent a change of

control of Innventure or the removal of Innventure’s management. Moreover, Innventure’s authorized but unissued

shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for

a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions and

employee benefit plans.

One of the effects of the existence of unissued and unreserved Common Stock or preferred stock may be to

enable the Board to issue shares to persons friendly to current management, which issuance could render more

difficult or discourage an attempt to obtain control of Innventure by means of a merger, tender offer, proxy contest

or otherwise, and thereby protect the continuity of Innventure’s management and possibly deprive Innventure’s

stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.

Classified Board of Directors

Innventure’s directors, other than those who may be elected by the holders of any future series of preferred

stock, will be classified with respect to the time for which they severally hold office into three classes, as nearly

equal in number as possible, designated Class I, Class II, and Class III. At any meeting of stockholders at which

directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in

office in any class of directors. The directors first elected to Class I will hold office for a term expiring at the annual

meeting of stockholders to be held in 2025; the directors first elected to Class II will hold office for a term expiring

at the annual meeting of stockholders to be held in 2026; and the directors first elected to Class III will hold office

for a term expiring at the annual meeting of stockholders to be held in 2027, with the members of each class to hold

office until their successors are elected and qualified.

At each succeeding annual meeting of the stockholders of Innventure, the successors to the class of directors

whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office

for a term expiring at the annual meeting of stockholders held in the third year following the year of their election

and until their successors are elected and qualified. Subject to the rights, if any, of the holders of any future series of

preferred stock to elect additional directors under circumstances specified in a Preferred Stock Designation, directors

may be elected by the stockholders only at an annual meeting of stockholders.

Removal of Directors; Vacancies

Subject to the rights of the holders of any series of preferred stock then outstanding, for as long as this A&R

Certificate of Incorporation provides for a classified board of directors, any director may otherwise be removed only

for cause by an affirmative vote of at least two-thirds of the total voting power of all the outstanding shares of

capital stock of Innventure entitled to vote generally in the election of directors, voting together as a single class, at a

meeting duly called for that purpose. Vacancies on the Board will be able to be filled only by resolution of a

majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Special Stockholder Meetings

Subject to the special rights of the holders of one or more series of preferred stock, special meetings of the

stockholders of Innventure may be called, for any purpose or purposes, at any time only by or at the direction of the

Board, the chairperson of the Board, the CEO, or President.

Requirements for Advance Notification of Director Nominations and Stockholder Proposals

The Bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination

of candidates for election as directors, other than nominations made by or at the direction of the Board or a

committee of the Board. In order for any matter to be properly brought before a meeting, a stockholder will have to

comply with advance notice requirements and provide Innventure with certain information. Generally, to be timely,

a stockholder’s notice relating to any nomination or other business to be brought before an annual meeting must be

delivered to the Secretary at Innventure’s principal executive offices not less than 90 days nor more than 120 days

prior to the one-year anniversary of the immediately preceding annual meeting of stockholders. The Bylaws will

also specify requirements as to the form and content of a stockholder’s notice.

These notice provisions may defer, delay or discourage a potential acquirer from conducting a solicitation of

proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of

Innventure.

Stockholder Action by Written Consent

Any action required or permitted to be taken by the stockholders may be taken only at a duly called annual or

special meeting of stockholders and may not be taken by consent of the stockholders in lieu of a meeting. However,

any action required or permitted to be taken by the holders of any series of preferred stock (including the Series B

Preferred Stock and Series C Preferred Stock), voting separately as a series or separately as a class with one or more

other such series, may be taken without a meeting to the extent expressly provided by the applicable Preferred Stock

Designation.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, Innventure’s stockholders will have appraisal rights in connection

with a merger or consolidation of Innventure. Pursuant to the DGCL, stockholders who properly request and perfect

appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair

value of their shares as determined by the Court of Chancery (the “Chancery Court”) of the State of Delaware.

Stockholders’ Derivative Actions

Under the DGCL, any of Innventure’s stockholders may bring an action in Innventure’s name to procure a

judgment in Innventure’s favor, also known as a derivative action, provided that the stockholder bringing the action

is a holder of Innventure’s shares at the time of the transaction to which the action relates or such stockholder’s

stock thereafter devolved by operation of law.

Amendment of the A&R Certificate of Incorporation

The A&R Certificate of Incorporation provides that, in addition to any other vote that may be required by law,

applicable stock exchange rule or the terms of any series of preferred stock, the affirmative vote of at least two-

thirds of the outstanding shares entitled to vote generally in the election of directors will be required to amend or

repeal any provision thereof. The A&R Certificate of Incorporation also provides that, notwithstanding the

foregoing, the affirmative vote of at least a majority of the then outstanding shares entitled to vote generally in the

election of directors will be required to amend or repeal the provisions thereof relating to Innventure’s name,

registered address or agent, or purpose.

Amendment of the Bylaws

The Bylaws provide that the Board is empowered to adopt, amend or repeal the bylaws, and further provide that

the stockholders also have the power to adopt, amend or repeal the bylaws, provided that such action by the

stockholders will require the affirmative vote of at least two-thirds of the voting power of the outstanding shares of

Innventure entitled to vote generally in the election of directors.

Exclusive Forum Selection

The A&R Certificate of Incorporation provides that, unless Innventure consents in writing to the selection of an

alternative forum, (a) the Chancery Court will, to the fullest extent permitted by law, be the sole and exclusive forum

for (i) any derivative action, suit or proceeding brought on behalf of Innventure, (ii) any action, suit or proceeding

asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of Innventure to

Innventure or to Innventure’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of

the DGCL or the Bylaws or the A&R Certificate of Incorporation or (iv) any action, suit or proceeding asserting a

claim against Innventure governed by the internal affairs doctrine; and (b) subject to the preceding provisions, the

federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a

cause of action arising under the Securities Act. If any action the subject matter of which is within the scope of

clause (a) of the immediately preceding sentence is filed in a court other than the Chancery Court (a “A&R

Certificate of Incorporation Foreign Action”) in the name of any stockholder, such stockholder will be deemed to

have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection

with any action brought in any such court to enforce the provisions of clause (a) above and (y) having service of

process made upon such stockholder in any such action by service upon such stockholder’s counsel in the A&R

Certificate of Incorporation Foreign Action as agent for such stockholder. Any person purchasing or otherwise

acquiring any interest in any security of Innventure will be deemed to have notice of and consented to the foregoing

exclusive forum provisions. Notwithstanding the foregoing, such provisions will not apply to suits brought to

enforce any liability or duty created by the Securities Act or Exchange Act, or any other claim for which the federal

courts of the United States have exclusive jurisdiction.

Limitations on Liability and Indemnification of Officers and Directors

The A&R Certificate of Incorporation contains provisions that limit the liability of Innventure’s directors and

officers for monetary damages to the fullest extent permitted by Delaware law. Consequently, Innventure’s directors

and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary

duties as directors or officers, provided that our certificate of incorporation will not limit the liability of:

•a director or officer for any breach of their duty of loyalty to our company or our stockholder;

•a director or officer for any act or omission not in good faith or that involves intentional misconduct or a

knowing violation of law;

•a director for unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in

Section 174 of the DGCL;

•a director or officer for any transaction from which they derived an improper personal benefit; or

•an officer in any action by or in the right of Innventure.

The Bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a

party or is threatened to be made a party to any action, suit or proceeding, by reason of the fact that he or she is or

was one of our directors or officers or is or was serving at our request as a director or officer of another corporation,

partnership, joint venture, trust or other enterprise. Our Bylaws also provide that we must advance expenses incurred

by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very

limited exceptions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers

or persons controlling Innventure pursuant to the foregoing provisions, we have been informed that, in the opinion

of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore

unenforceable.

The limitation of liability, advancement and indemnification provisions in the A&R Certificate of Incorporation

and the Bylaws may discourage stockholders from bringing a lawsuit against directors or officers for breach of their

fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against

directors and officers, even though such an action, if successful, might otherwise benefit Innventure and its

stockholders. In addition, your investment may be adversely affected to the extent Innventure pays the costs of

settlement and damage awards against directors and officers pursuant to these indemnification provisions.

DESCRIPTION OF INNVENTURE WARRANTS

The Company assumed the Warrant Agreement and the outstanding Learn CW Warrants, and, as a result, such

warrants were, pursuant to their terms, converted into Innventure Warrants.

Each whole Innventure Warrant entitles the registered holder to purchase one share of Common Stock at a price

of $11.50 per share, subject to adjustment as discussed below, except as discussed in the immediately following

paragraph. Pursuant to the Warrant Agreement, an Innventure Warrant holder may exercise its Innventure Warrants

only for a whole number of shares of Common Stock. This means only a whole Innventure Warrant may be

exercised at a given time by an Innventure Warrant holder. The Innventure Warrants will expire on October 2, 2029,

at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Common Stock pursuant to the exercise of an Innventure Warrant and

will have no obligation to settle such Innventure Warrant exercise unless a registration statement under the

Securities Act with respect to the shares of Common Stock underlying the Innventure Warrants is then effective and

a prospectus relating thereto is current, subject to our satisfying our obligations with respect to registration, or a

valid exemption from registration is available. In the event that such conditions are not satisfied with respect to an

Innventure Warrant, the holder of such Innventure Warrant will not be entitled to exercise such Innventure Warrant

and such Innventure Warrant may have no value and expire worthless. In no event will we be required to net cash

settle any Innventure Warrant.

No fractional shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a

fractional interest in a share, we will round down to the nearest whole number of the number of shares to be issued

to the holder.

The Innventure Warrant holders do not have the rights or privileges of holders of shares of Common Stock or

any voting rights until they exercise their Innventure Warrants and receive shares of Common Stock. After the

issuance of shares of Common Stock upon exercise of the Innventure Warrants, each holder will be entitled to one

vote for each share held of record on all matters to be voted on by the Company’s stockholders.

Redemption of Innventure Warrants When the Price per Share Equals or Exceeds $18.00

Once the Innventure Warrants become exercisable, we may redeem the outstanding Innventure Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share (as may be

adjusted for any required anti-dilution adjustments) for any twenty (20) trading days within a thirty (30)

trading day period ending three trading days before we send the notice of redemption to the warrant

holders.

The $18.00 (as adjusted) redemption criterion discussed above was established to prevent a redemption call

unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions

are satisfied and the Company issues a notice of redemption of the Innventure Warrants, each warrant holder will be

entitled to exercise his, her or its Innventure Warrant prior to the scheduled redemption date. However, the price of

the shares of Common Stock may fall below the $18.00 redemption trigger price (as adjusted for any required anti-

dilution adjustments) as well as the $11.50 (for whole shares) exercise price after the redemption notice is issued.

Redemption of Innventure Warrants When the Price per Share Equals or Exceeds $10.00

Once the Innventure Warrants become exercisable, we may redeem the outstanding Innventure Warrants:

•in whole and not in part;

•at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided

that holders will be able to exercise their Innventure Warrants on a cashless basis prior to redemption and

receive that number of shares determined by reference to the table below, based on the redemption date and

the “Fair Market Value” of the Common Stock (as defined below) except as otherwise described below;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Common Stock equals or exceeds $10.00 per share (as may be

adjusted for any required anti-dilution adjustments) for any 20 trading days within the 30-trading day

period ending three trading days before we send the notice of redemption to the warrant holders.

Beginning on the date the notice of redemption is given until the Innventure Warrants are redeemed or

exercised, holders may elect to exercise their Innventure Warrants on a cashless basis. The numbers in the table

below represent the number of shares of Common Stock that an Innventure Warrant holder will receive upon such

cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “Fair

Market Value” of the Common Stock on the corresponding redemption date (assuming holders elect to exercise their

Innventure Warrants and such Innventure Warrants are not redeemed for $0.10 per warrant), determined for these

purposes based on volume weighted average price of the Common Stock during the ten (10) trading days

immediately following the date on which the notice of redemption is sent to the holders of Innventure Warrants, and

the number of months that the corresponding redemption date precedes the expiration date of the Innventure

Warrants, each as set forth in the table below. We will provide Innventure Warrant holders with the final Fair

Market Value no later than one business day after the 10-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the

number of shares issuable upon exercise of an Innventure Warrant or the exercise price of a warrant is adjusted as

set forth in the Warrant Agreement. If the number of shares issuable upon exercise of a warrant is adjusted, the

adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment,

multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of an Innventure

Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable

upon exercise of an Innventure Warrant as so adjusted. The number of shares in the table below shall be adjusted in

the same manner and at the same time as the number of shares issuable upon exercise of an Innventure Warrant.


	Fair Market Value of Common Stock (per share)
Redemption Date (period to expiration of warrants)	≤10.00	11.00	12.00	13.00	14.00	15.00	16.00	17.00	≥18.00
60 months ..............	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months ..............	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months ..............	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months ..............	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months ..............	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months ..............	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months ..............	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months ..............	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months ..............	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months ..............	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months ..............	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months ..............	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months ..............	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months ..............	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months ..............	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months ..............	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months ..............	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months ................	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months ................	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months ................	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months ................	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

This redemption feature is structured to allow for all of the outstanding Innventure Warrants to be redeemed

when the Common Stock is trading at or above $10.00 per share, which may be at a time when the trading price of

our Common Stock is below the exercise price of the Innventure Warrants. This redemption feature will provide the

Company with the flexibility to redeem the Innventure Warrants without the warrants having to reach the $18.00 per

share threshold set forth above under “—Redemption of Innventure Warrants When the Price per Share Equals or

Exceeds $18.00.” Holders choosing to exercise their Innventure Warrants in connection with a redemption pursuant

to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a

fixed volatility input as of the date of Learn CW’s initial public offering of 23,000,000 units. This redemption right

will provide the Company with an additional mechanism by which to redeem all of the outstanding Innventure

Warrants, and therefore have certainty as to our capital structure as the Innventure Warrants would no longer be

outstanding and would have been exercised or redeemed. The Company will be required to pay the applicable

redemption price to warrant holders if the Company chooses to exercise this redemption right and it will allow the

Company to quickly proceed with a redemption of the Innventure Warrants if the Company determines it is in its

best interest to do so.

As stated above, the Company will be able to redeem the Innventure Warrants when the shares of Common

Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide

certainty with respect to the Company’s capital structure and cash position while providing warrant holders with the

opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If the Company

chooses to redeem the Innventure Warrants when the Common Stock is trading at a price below the exercise price of

the Innventure Warrants, this could result in the warrant holders receiving fewer shares than they would have

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of our Common

Stock as of April 11, 2025 (except as otherwise set forth below) by:

•each person known to us to be the beneficial owner of more than 5% of our Common Stock;

•each of our named executive officers and directors; and

•all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has

beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that

security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares which

an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options,

warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of

computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the

purpose of computing the percentage ownership of any other person shown in the table. Fractional shares have been

rounded to the nearest whole share.

The following table is based on 47,106,300 shares of Common Stock outstanding as of April 11, 2025. In

addition, the beneficial ownership presented below does not include Company Earnout Shares that the holders of

Innventure LLC’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the

Class I Units (such holders, the “Innventure Members”), have the right to receive upon (i) Accelsius having entered

into binding contracts providing for revenue for the Company (as defined in the Business Combination Agreement)

within 7 years following the Closing (the “Vesting Period”) in excess of $15,000 in revenue (“Milestone One”) or

(ii) AeroFlexx having received in excess of $15,000 revenue within the Vesting Period (“Milestone Three”).

Unless otherwise indicated by footnote, (i) the Company believes that all persons named in the table below have

sole voting and investment power with respect to all shares of Common Stock beneficially owned by them and (ii)

the address of each person is c/o Innventure Inc., 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares
Directors and Named Executive Officers:
Roland Austrup .........................................................................................................	863,264	1.83%
James O. Donnally(1) ................................................................................................	4,224,536	8.97%
Gregory W. Haskell ..................................................................................................	752,115	1.60%
Michael Otworth(2) ....................................................................................................	2,942,912	6.22%
John Scott(3) ..............................................................................................................	2,081,653	4.38%
David Yablunosky ....................................................................................................	185,871	*
Suzanne Niemeyer ....................................................................................................	153,005	*
Bruce Brown .............................................................................................................	—	*
Elizabeth Williams ...................................................................................................	—	*
Daniel J. Hennessy ...................................................................................................	1,170,262	2.48%
Michael Amalfitano ..................................................................................................	—	*
All Directors and Executive Officers as a Group (11 Individuals)	12,373,608	25.73%
Five Percent Holders
WE-INN LLC(4) ........................................................................................................	8,697,656	18.46%
Ascent X Innventure TC, A Series of Ascent X Innventure, LP(5) ...........................	3,541,685	7.48%
CastleKnight Master Fund LP(6) ...............................................................................	3,953,354	8.39%
Glockner Family Venture Fund, LP(7) ......................................................................	4,680,272	9.17%

__________________

*less than 1%

(1)Consists of (i) 1,500,431 shares of Common Stock held by the James O. Donnally Revocable Trust over which Mr. Donnally has sole

voting and investment power and (ii) 2,724,105 shares of Common Stock that may be deemed to be beneficially owned by Mr. Donnally,

which shares are held by certain trusts, including (a) 141,659 shares held by the Barbara G. Glockner Trust, for the benefit of Joseph C.

Glockner; (b) 141,659 shares held by the Barbara G. Glockner Trust, for the benefit of Michael P. Glockner; (c) 141,659 shares held by the

Barbara G. Glockner Trust, for the benefit of Timothy E. Glockner; (d) 747,834 shares held by the Joseph C. Glockner Revocable Trust; (e)

747,834 shares held by Michael P. Glockner Revocable Trust; (f) 747,834 shares held by the Timothy E. Glockner Revocable Trust; (g)

3,964 shares held by the Andrew M. Glockner Revocable Trust; and (h) 51,662 shares held by the Barbara G. Glockner Revocable Trust,

each of which has three trustees, Timothy Glockner, James Donnally, and Theresa Laxton, Mr. Donnally’s spouse, with shared voting

power. Timothy Glockner has a life estate interest in the Barbara G. Glockner Trust fbo Timothy E. Glockner. The beneficiaries of the

Barbara G. Glockner Trust fbo Timothy E. Glockner are the issue of Timothy Glockner. The beneficiaries of the Barbara G. Glockner Trust

fbo Joseph C. Glockner are the issue of Joseph C. Glockner. The beneficiaries of the Barbara G. Glockner Trust fbo Michael P. Glockner

are the issue of Michael P. Glockner.

(2)Mr. Otworth holds 2,714,580 shares of Common Stock and 114,161 shares of Series C Preferred Stock. As of April 11, 2025, if this

Registration Statement were effective, these shares of Series C Preferred Stock would be convertible into 228,322 shares of Common Stock.

Because the conversion price of the Series C Preferred Stock is determined based on the greater of a fixed amount and the 10-trading day

volume-weighted average NASDAQ official closing price of the Common Stock, the number of shares of Common Stock into which the

shares are convertible will fluctuate.

(3)Dr. Scott holds 1,628,985 shares of Common Stock and 226,334 shares of Series C Preferred Stock. As of April 11, 2025, if this

Registration Statement were effective, these shares of Series C Preferred Stock would be convertible into 452,668 shares of Common Stock.

Because the conversion price of the Series C Preferred Stock is determined based on the greater of a fixed amount and the 10-trading day

volume-weighted average NASDAQ official closing price of the Common Stock, the number of shares of Common Stock into which the

shares are convertible will fluctuate.

(4)Greg Wasson has voting and investment power over the securities held by WE-INN LLC.

(5)Ascent X Innventure TC, A Series of Ascent X Innventure, LP is a limited partnership (“Ascent”). Ascent holds 3,291,685 shares of

Common Stock and 125,000 shares of Series C Preferred Stock. As of April 11, 2025, if this Registration Statement were effective, these

shares of Series C Preferred Stock would be convertible into 250,000 shares of Common Stock. Because the conversion price of the Series

C Preferred Stock is determined based on the greater of a fixed amount and the 10-trading day volume-weighted average NASDAQ official

closing price of the Common Stock, the number of shares of Common Stock into which the shares are convertible will fluctuate. Voting

and investment power over the shares held by Ascent is exercised by Jonathan Loeffler and Mark Pomeroy Jr. The address for Ascent is

5956 Sherry Lane, 20th Floor, Dallas, Texas 75225.

SELLING STOCKHOLDERS

This prospectus relates to the resale by the Selling Stockholders or their permitted transferees from time to time

of up to 15,965,989 shares of Common Stock, which includes (i) up to 8,480,518 shares of Common Stock that may

be issued upon conversion of Series C Preferred Stock, (ii) 85,471 shares of Common Stock issued to Ducera, (iii)

up to 3,000,000 shares of Common Stock that may be issued upon the conversion of Convertible Debentures issued

and issuable to Yorkville pursuant to the Securities Purchase Agreement, (iv) up to 4,100,000 shares of Common

Stock that we may issue and sell to Yorkville from time to time pursuant to the SEPA (without exceeding the

Exchange Cap) and (v) 300,000 shares of Common Stock that may be issued upon exercise of the 2025 WTI

Warrants.

The Selling Stockholders may from time to time offer and sell any or all of our Common Stock set forth below

pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling

Stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees,

transferees, assignees, successors, designees and others who later come to hold any of the Selling Stockholders’

interest in our Common Stock other than through a public sale. Except as otherwise described below and for the

ownership of the shares of our Common Stock, the Selling Stockholders have not had any material relationship with

us or our predecessors or affiliates within the past three years.

The following table sets forth, as of April 11, 2025, the names of the Selling Stockholders, the aggregate

number of shares of Common Stock beneficially owned, the aggregate number of shares of Common Stock that the

Selling Stockholders may offer pursuant to this prospectus and the number of shares of Common Stock beneficially

owned by the Selling Stockholders after the sale of the securities offered hereby. For purposes of the following table,

we have assumed that the Selling Stockholders will have sold all of the securities covered by this prospectus upon

the completion of the offering. We have based percentage ownership on 47,106,300 shares of Common Stock

outstanding as of April 11, 2025.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the

footnotes below, we believe, based on the information furnished to us, that the Selling Stockholders have sole voting

and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable

community property laws. Except as otherwise described below, based on the information provided to us by the

Selling Stockholders, no Selling Stockholder is a broker-dealer or an affiliate of a broker dealer.

Selling Stockholder information for each additional Selling Stockholder, if any, will be set forth by prospectus

supplement to the extent required prior to the time of any offer or sale of such Selling Stockholder’s shares pursuant

to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in

this prospectus, including the identity of each Selling Stockholder and the number of shares registered on its behalf.

A Selling Stockholder may sell or otherwise transfer all, some or none of such shares in this offering.

Please see the section entitled “Plan of Distribution” for further information regarding the Selling Stockholder’s

method of distributing these shares.


Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Beneficially Owned After Offering	Percent of Common Stock Beneficially Owned After Offering
Holders of Series C Preferred Stock
Ascent X Innventure TC, A Series of Ascent X Innventure, LP .........................	3,541,685(1)	367,333(2)	3,291,685	6.9%
Casata Investments LLC ...............................	200,000(3)	293,866(2)	—	*
Crown Global Life Insurance LTD IRO Separate Account 30286 ..........................	100,0004)	146,933(2)	—	*
Glockner Family Venture Fund, LP ..............	4,680,272(5)	5,790,190(2)	739,566	1.4%
Grail Partners LLC ........................................	429,524(6)	587,732(2)	29,524	*
John Scott ......................................................	2,081,653(7)	665,118(2)	1,628,985	3.4%
Michael Otworth ...........................................	2,942,902(8)	335,480(2)	2,714,580	5.7%
Neil Eichlberger 2021 Irrevocable Trust ......	200,000(9)	293,866(2)	—	*
Convertible Debentures and SEPA
YA II PN, Ltd. ..............................................	2,000,000(10)	7,100,000(11)	—	*
Other
Ducera Securities LLC(12) .............................	85,471	85,471	—	*
WTI Fund X, LLC ........................................	975,000	225,000(13)	750,000	1.6%
WTI Fund XI, LLC .......................................	325,000	75,000(14)	250,000	*

__________________

*less than 1%

(1)Consists of (i) 3,291,685 shares of Common Stock and (ii) up to 250,000 shares of Common Stock issuable upon conversion of 125,000

shares of Series C Preferred Stock originally issued to the Selling Stockholder. The Selling Stockholder is a limited partnership. Voting and

investment power over the shares held by the Selling Stockholder is exercised by Jonathan Loeffler and Mark Pomeroy Jr. Based on

information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the ordinary course of business, and at

the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or understandings with any person to

distribute such shares. The business address of the listed Selling Stockholder is 5956 Sherry Lane, 20th Floor, Dallas, Texas 75225.

(2)Consists of shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock originally issued to the Selling

Stockholder and shares of Common Stock issuable upon conversion of Series C Preferred Stock to be issued as dividends.

(3)Consists of 200,000 shares of Common Stock issuable upon conversion of 100,000 shares of Series C Preferred Stock originally issued to

the Selling Stockholder. Based on information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the

ordinary course of business, and at the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or

understandings with any person to distribute such shares. The business address of the listed Selling Stockholders is 114 Old Orchard Road,

Clarks Green, Pennsylvania 18411.

(4)Consists of 100,000 shares of Common Stock issuable upon conversion of 50,000 shares of Series C Preferred Stock originally issued to the

Selling Stockholder. Terria Godwin and Pauline McGettigan are the controlling persons of the Selling Stockholder and share voting and

investment power equally such that voting and investment decisions require the affirmative agreement of both persons. Based on

information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the ordinary course of business, and at

the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or understandings with any person to

distribute such shares. The business address of the listed Selling Stockholder is 39 Market Street, P.O. Box 10467, Suite 3206A, 2nd Floor,

Camana Bay, Grand Cayman, Cayman Islands KY1-1004.

(5)Consists of (i) 739,566 shares of Common Stock and (ii) up to 3,940,706 shares of Common Stock issuable upon conversion of 1,970,353

shares of Series C Preferred Stock originally issued to the Selling Stockholder. Based on information provided to us, the Selling Stockholder

acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, the Selling

Stockholder did not have any agreements or understandings with any person to distribute such shares. The business address of the listed

Selling Stockholder is 111 2nd Avenue NE, Suite 528, Saint Petersburg, Florida 33701. James Donnally, one of the Company’s directors, is

the Managing Member of Bellringer Consulting Group, LLC, the General Partner of the Selling Stockholder, is an equity holder of the

Selling Stockholder, and previously served as the Vice President and Chief Financial Officer of Glockner Enterprises from 1996 to 2023.

Mr. Donnally currently has no authority over the Selling Stockholder’s decision-making with respect to equity or debt investments in the

Company.

(6)Consists of (i) 29,524 shares of Common Stock and (ii) up to 400,000 shares of Common Stock issuable upon conversion of 200,000 shares

of Series C Preferred Stock originally issued to the Selling Stockholder. Based on information provided to us, the Selling Stockholder

acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, the Selling

Stockholder did not have any agreements or understandings with any person to distribute such shares. The business address of the listed

Selling Stockholder is 2 Embarcadero Center, Floor 8, San Francisco, California 94111.

(7)Consists of (i) 1,628,985 shares of Common Stock and (ii) up to 452,668 shares of Common Stock issuable upon conversion of 226,334

shares of Series C Preferred Stock originally issued to the Selling Stockholder. Based on information provided to us, the Selling

Stockholders acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the

shares, the Selling Stockholders did not have any agreements or understandings with any person to distribute such shares. The business

address of the listed Selling Stockholder is 14355 80th Avenue, Sebastian, Florida 32958. Dr. Scott serves as the Company’s Chief Strategy

Officer.

(8)Consists of (i) 2,714,580 shares of Common Stock and (ii) up to 228,332 shares of Common Stock issuable upon conversion of 114,161

shares of Series C Preferred Stock originally issued to the Selling Stockholder. Based on information provided to us, the Selling Stockholder

acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, the Selling

Stockholder did not have any agreements or understandings with any person to distribute such shares. The business address of the listed

Selling Stockholder is 409 Cunningham Street, Maryville, Tennessee 37803. Mr. Otworth serves as the Company’s Executive Chairman

and as a director.

(9)Consists of 200,000 shares of Common Stock issuable upon conversion of 100,000 shares of Series C Preferred Stock originally issued to

the Selling Stockholder. Based on information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the

ordinary course of business, and at the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or

understandings with any person to distribute such shares. The business address of the listed Selling Stockholder is 7 Country Road, Boynton

Beach, Florida 33436.

(10)Consists of up to 2,000,000 shares of Common Stock that may be issued upon conversion of the Convertible Debentures issued to Yorkville

pursuant to the Securities Purchase Agreement without exceeding the SPA Exchange Cap. Based on information provided to us, the Selling

Stockholder acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the

shares, the Selling Stockholder did not have any agreements or understandings with any person to distribute such shares. The business

address of the listed Selling Stockholder is c/o Mark Angelo, 1012 Springfield Avenue, Mountainside, New Jersey, 07092.

(11)Consists of up to 3,000,000 shares of Common Stock that may be issued upon conversion of the Convertible Debentures issued and to be

issued to Yorkville pursuant to the Securities Purchase Agreement and up to 4,100,000 shares of Common Stock that may be issued to

Yorkville pursuant to the SEPA.

(12)Consists of 85,471 shares of Common Stock issuable pursuant to the Ducera Engagement Letter. Based on information provided to us, the

Selling Stockholder acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of

the shares, the Selling Stockholder did not have any agreements or understandings with any person to distribute such shares. The business

address of the listed Selling Stockholder is 11 Times Square, Floor 36, New York, New York 10036.

(13)Consists of up to 225,000 shares of Common Stock that may be issued to WTI Fund X, LLC pursuant to the 2025 WTI Warrants, subject to

certain limitations, adjustment, and certain other rights to possible future financings in accordance with terms of the 2025 WTI Warrants.

Based on information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the ordinary course of

business, and at the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or understandings with any

person to distribute such shares. The business address of the listed Selling Stockholder is 104 La Mesa Drive, Suite 102, Portola Valley,

California 94028.

(14)Consists of up to 75,000 shares of Common Stock that may be issued to WTI Fund XI, LLC pursuant to the 2025 WTI Warrants, subject to

certain limitations, adjustment, and certain other rights to possible future financings in accordance with terms of the 2025 WTI Warrants.

Based on information provided to us, the Selling Stockholder acquired the shares being registered hereunder in the ordinary course of

business, and at the time of the acquisition of the shares, the Selling Stockholder did not have any agreements or understandings with any

person to distribute such shares. The business address of the listed Selling Stockholder is 104 La Mesa Drive, Suite 102, Portola Valley,

California 94028.

SHARES ELIGIBLE FOR FUTURE SALE

The Company has 250,000,000 shares of Common Stock authorized and, as of April 11, 2025, 47,106,300

shares of Common Stock are issued and outstanding. The Company also has 25,000,000 shares of preferred stock

authorized. Of the 25,000,000 shares of preferred stock authorized, 3,000,000 shares have been designated as

“Series B Preferred Stock,” and 5,000,000 shares are designated as “Series C Preferred Stock.” As of April 11, 2025,

(i) 1,118,808 shares of Series B Preferred Stock are issued and outstanding, and (ii) 2,885,848 shares of Series C

Preferred Stock are issued and outstanding.

All of the shares of Common Stock issued in connection with the Business Combination are freely transferable

under the Securities Act by persons other than by the Company’s “affiliates” or Learn CW’s “affiliates” without

restriction or further registration under the Securities Act.

Sales of substantial amounts of Common Stock in the public market could adversely affect prevailing market

prices of the Common Stock. Prior to the Business Combination, there was no public market for the Common Stock.

Registration Rights

Pursuant to the A&R Registration Right Agreement, Innventure is required to file a registration statement

within 45 days after the consummation of the Business Combination registering the number of shares of Common

Stock to permit the public resale of the Registrable Securities (as defined in the A&R Registration Right Agreement)

held by the holders thereto and use commercially reasonable efforts to have the registration statement declared

effective and to maintain the effectiveness of such registration statement.

In connection with the Securities Purchase Agreement entered into with Yorkville, on the First Closing Date,

the Company entered into a registration rights agreement (the “SPA RRA”) with Yorkville pursuant to which

Yorkville is entitled to certain registration rights under the Securities Act. Pursuant to the SPA RRA, the Company

will be required to, on or before the 15th calendar day following the date the Company files its Annual Report on

Form 10-K for the year ended December 31, 2024, file with the SEC (at its sole cost and expense) a registration

statement registering the resale by Yorkville of all Conversion Shares (as defined herein). The Company agreed to

use its best reasonable efforts to ensure that such registration statement is declared effective by the earlier of the date

that is 60 calendar days following the filing of such registration statement or the fifth business day after the date the

Company is notified by the SEC that the registration statement will not be reviewed or will not be subject to further

review.

The Company has further agreed to file a registration statement with the SEC to permit the public resale of the

shares of Common Stock issued to the Series C Purchasers (as defined below), Ducera, WTI Fund X, LLC and WTI

Fund XI, LLC, Series B Investors (as defined below), and Yorkville pursuant to the Series C Purchase Agreements

(defined below), the Ducera Engagement Letter (as defined below), the A&R Registration Rights Agreement, dated

October 22, 2024, by and among the Company and WTI Fund X, LLC and WTI Fund XI, LLC (the “WTI RRA”),

the Series B Investment Agreements (as defined below), and the SEPA, respectively.

On April 14, 2025, the Company issued two warrants to purchase up to an aggregate total of 300,000 shares of

Common Stock (the “2025 WTI Warrants”) to WTI Fund X, LLC and WTI Fund XI, LLC, respectively. Each 2025

WTI Warrant is exercisable into one share of Common Stock at a price of $0.01 per share (subject to certain

limitations, adjustment and certain other rights to possible future financings in accordance with terms of the 2025

WTI Warrants) through March 31, 2035. The Company has agreed to file a registration statement with the SEC to

permit the public resale of the shares of Common Stock underlying the 2025 WTI Warrants on substantially the

same terms as the WTI RRA.

The registration statement of which this prospectus forms a part is registering securities of the Company

pursuant to the Securities Purchase Agreement RRA, the Series C Purchase Agreements, the WTI RRA, and the

Ducera Engagement Letter, respectively, held by certain Company equity holders, each identified as a Selling

Stockholder herein. The aggregate number of shares of Common Stock that will be entitled to registration under the

Securities Purchase Agreement RRA (giving effect to the SPA Exchange Cap), the SEPA (giving effect to the

Exchange Cap), the Series C Purchase Agreements, the WTI RRA, and the Ducera Engagement Letter is

approximately 20,281,538.

Lock-up Agreements

In connection with the execution of the Business Combination Agreement, certain insiders of Innventure LLC

(each, a “Lock-Up Party”) entered into the Lock-Up Agreements with the Company, pursuant to which such persons

agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, hypothecate,

pledge, grant any option to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or

indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within

the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder,

any shares of Common Stock, or any securities convertible into, exercisable for, exchangeable for or that represent

the right to receive any shares of Common Stock (collectively, the “Restricted Shares”), currently owned or acquired

after the date of the applicable Lock-Up Agreement, that is owned directly by such Lock-Up Party (including

securities held as custodian) or with respect to which such Lock-Up Party has beneficial ownership within the rules

and regulations of the SEC, (ii) enter into any swap or other arrangement that transfers to another, in whole or in

part, any of the economic consequences of ownership of any of the Restricted Shares, whether any such transaction

is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect

any transaction specified in clause (i) or (ii) for a period ending upon the earlier of (A) the expiration of one year

after the Closing, and (B) subsequent to the Closing, (i) if the closing price of Common Stock equals or exceeds

$12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the

like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or (ii)

the date which Innventure completes a merger, liquidation, stock exchange, reorganization or other similar

transaction after the Closing that results in all of the public stockholders of Innventure having the right to exchange

their Common Stock for cash securities or other property.

On October 7, 2021, Learn CW entered into a letter agreement dated October 7, 2021, by and among Learn CW

and its officers, directors, director nominees, and the Sponsor, pursuant to which, among other things and in relevant

part, the parties are subject to a lock-up on sales of their Common Stock until (a) one year after the completion of

the Business Combination or (b) subsequent to the Business Combination, (x) the date on which the Company

completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s

shareholders having the right to exchange their shares of Common Stock for cash, securities or other property or (y)

if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading

days within any 30-trading day period commencing at least 150 days after the Business Combination. Any of their

Innventure Warrants and shares of Common Stock underlying such warrants were also locked up until thirty (30)

days after the completion of the Business Combination.

Rule 144

Subject to the further restrictions described below under “Restrictions on the Use of Rule 144 for Securities of

Shell Companies or Former Shell Companies,” pursuant to Rule 144 under the Securities Act (“Rule 144”), a person

who has beneficially owned restricted Common Stock or Innventure Warrants for at least six (6) months would be

entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of Innventure at

the time of, or at any time during the three (3) months preceding, a sale and (ii) Innventure is subject to the

Exchange Act periodic reporting requirements for at least three (3) months before the sale and has filed all required

reports under Section 13 or 15(d) of the Exchange Act during the twelve (12) months (or such shorter period as

Innventure was required to file reports) preceding the sale.

Persons who have beneficially owned Restricted Shares of Common Stock or Innventure Warrants for at least

six months but who are affiliates of Innventure at the time of, or at any time during the three months preceding, a

sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-

month period only a number of securities that does not exceed the greater of:

•one percent (1%) of the total number of Common Stock then outstanding; or

•the average weekly reported trading volume of Common Stock during the four calendar weeks preceding

the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of Innventure under Rule 144 are also limited by manner of sale provisions and notice

requirements and to the availability of current public information about Innventure.

Restrictions on the Use of Rule 144 for Securities of Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business

combination related shell companies) or issuers that have been at any time previously a shell company. However,

Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange

Act;

•the issuer of the securities has filed all Exchange Act reports and material required to be filed, as

applicable, during the preceding twelve months (or such shorter period that the issuer was required to file

such reports and materials), other than Form 8-K reports; and

•at least one year has elapsed from the time that the issuer filed current Form 10 type information with the

SEC reflecting its status as an entity that is not a shell company.

As a result, although Innventure is a new registrant, shares of Common Stock and Innventure Warrants may not

be eligible for sale pursuant to Rule 144 without registration until October 9, 2025—one year from the time that

Innventure filed current Form 10 type information with the SEC.

Innventure is no longer a shell company, and so, once the conditions set forth in the exceptions listed above are

satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of Innventure’s employees,

consultants or advisors who purchased equity shares from Innventure in connection with a compensatory stock plan

or other written agreement executed prior to the completion of the Business Combination is eligible to resell those

equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding

period, contained in Rule 144. However, the Rule 701 shares remain subject to lock-up arrangements and only

become eligible for sale when the lock-up period expires.

100

PLAN OF DISTRIBUTION

We are registering (A) the resale by the Selling Stockholders or their permitted transferees of up to 15,965,989

shares of Common Stock, which includes (i) up to 8,480,518 shares of Common Stock that may be issued upon

conversion of Series C Preferred Stock, (ii) 85,471 shares of Common Stock issued to Ducera, (iii) up to 3,000,000

shares of Common Stock that may be issued upon the conversion of Convertible Debentures issued to Yorkville

pursuant to the Securities Purchase Agreement, (iv) up to 4,100,000 shares of Common Stock that we may issue and

sell to Yorkville from time to time pursuant to the SEPA (without exceeding the Exchange Cap) and (v) 300,000

shares of Common Stock that may be issued upon exercise of the 2025 WTI Warrants, and (B) the issuance by us of

18,386,688 shares of Common Stock issuable upon the exercise of the Innventure Warrants.

Our Common Stock is listed on NASDAQ under the symbol “INV.”

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may,

from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities

or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.

These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following

methods when selling securities:

•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•block trades in which the broker-dealer will attempt to sell the securities as agent but may position and

resell a portion of the block as principal to facilitate the transaction;

•purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•an exchange distribution in accordance with the rules of the applicable exchange;

•privately negotiated transactions;

•in underwritten transactions;

•settlement of short sales;

•in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of

such securities at a stipulated price per security;

•through the writing or settlement of options or other hedging transactions, whether through an options

exchange or otherwise;

•distribution to members, limited partners or stockholders of Selling Stockholders;

•“at the market” or through market makers or into an existing market for the shares;

•a combination of any such methods of sale; or

•any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act, provided that the

Selling Stockholders meet the criteria and conform to the requirements of that rule, or any other exemption from

registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in

sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer

acts as agent for the subscriber of securities, from the subscriber) in amounts to be negotiated, but, except as set

forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage

commission in compliance with applicable FINRA rules.

101

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging

transactions with broker- dealers or other financial institutions, which may in turn engage in short sales of the

securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short

and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in

turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-

dealers or other financial institutions or create one or more derivative securities which require the delivery to such

broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-

dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect

such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be

deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event,

any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased

by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling

Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incident to the registration of the shares of Company

Common Stock to be offered and sold pursuant to this prospectus by the Selling Stockholders. The Company has

also agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including

liabilities under the Securities Act or the Exchange Act. The Selling Stockholders will bear all commissions and

discounts, if any, attributable to their sale of securities. Additionally, in certain underwritten offerings, the Selling

Stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective

amount of shares of Common Stock each is selling in such offering.

With respect to the Selling Stockholders under the WTI RRA, the Company has agreed to keep this prospectus

effective and in compliance with the Securities Act until the earlier of (i) such time as there are no longer any

registrable securities under such agreements or (ii) the tenth-year anniversary of such agreement. Additionally, with

respect to the Selling Stockholders under the Securities Purchase Agreement RRA, the Company has agreed to keep

this prospectus effective until all registrable securities have been sold or may be sold without any restrictions

pursuant to Rule 144, as such rule applies to non-affiliates, as determined by the counsel to the Company pursuant to

a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent. The

Company has also agreed to keep this prospectus effective and in compliance with the Securities Act until the

expiration of the SEPA.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the

resale securities may not simultaneously engage in market making activities with respect to the Common Stock for

the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In

addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and

regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common

stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the

Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each subscriber at or

prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Certain of our stockholders have entered into Lock-Up Agreements. See “Shares Eligible For Future Sale—

Lock-up Agreements.”

102

EXPERTS

The consolidated financial statements of Innventure, Inc. (the Company) as of December 31, 2024 and 2023 and

for the period from October 2, 2024 to December 31, 2024 (“Successor”), the period from January 1, 2024 to

October 1, 2024 (“Predecessor”), and for the year ended December 31, 2023 (“Predecessor”), included in this

Prospectus and in the Registration Statement have been so included in reliance on the report of BDO USA, P.C., an

independent registered public accounting firm, given on the authority of said firm as experts in auditing and

accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding the

Company's ability to continue as a going concern.

LEGAL MATTERS

Jones Day will pass upon certain legal matters for us in connection with the securities offered by this

prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the

shares of our Common Stock offered by this prospectus. This prospectus, which constitutes a part of the registration

statement, does not contain all of the information set forth in the registration statement, some of which is contained

in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information

with respect to us and our Common Stock, we refer you to the registration statement, including the exhibits filed as a

part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or

any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the

registration statement, please see the copy of the contract or document that has been filed. Each statement is this

prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The

SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like

us, that file electronically with the SEC. The address of that website is www.sec.gov.

F-2

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Innventure, Inc.

Orlando, FL

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Innventure, Inc. and Subsidiaries (the

“Company”) as of December 31, 2024, (“Successor”) and Innventure, LLC and Subsidiaries as of December 31,

2023 (“Predecessor”), the related consolidated statements of operations and comprehensive income (loss),

stockholders’ equity, and cash flows for the period from October 2, 2024 through December 31, 2024 (“Successor”),

and the consolidated statements of operations and comprehensive income (loss), changes in mezzanine capital,

stockholders’ equity, and cash flows for the period January 1, 2024 through October 1, 2024 (“Predecessor”) and the

year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial

statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the

financial position of the Company at December 31, 2024 (“Successor”) and 2023 (“Predecessor”), and the results of

its operations and its cash flows for the period from October 2, 2024 through December 31, 2024 (Successor), the

period from January 1 2024 through October 1, 2024 (“Predecessor”) and the year ended December 31, 2023

(“Predecessor”), in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will

continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has

suffered recurring losses from operations and has working capital deficiencies that raise substantial doubt about its

ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our

responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of

material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated

financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated

financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements. We

believe that our audits provide a reasonable basis for our opinion.

F-4

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Assets
Cash, cash equivalents and restricted cash ..........................................................	$11,119	$2,575
Accounts receivable .............................................................................................	283	—
Due from related parties ......................................................................................	4,536	2,602
Inventories ...........................................................................................................	5,178	—
Prepaid expenses and other current assets ...........................................................	3,170	487
Total Current Assets ............................................................................................	24,286	5,664
Investments ..........................................................................................................	28,734	14,167
Property, plant and equipment, net ......................................................................	1,414	637
Intangible assets, net ............................................................................................	182,153	—
Goodwill ..............................................................................................................	667,936	—
Other assets ..........................................................................................................	766	1,096
Total Assets ...........................................................................................................	$905,289	$21,564
Liabilities and Stockholders' Deficit
Accounts payable .................................................................................................	$3,248	$93
Accrued employee benefits .................................................................................	9,273	3,779
Accrued expenses ................................................................................................	2,478	1,009
Related party payables .........................................................................................	—	347
Related party notes payable - current ..................................................................	14,000	1,000
Notes payable - current ........................................................................................	625	912
Patent installment payable - current ....................................................................	1,225	775
Obligation to issue equity ....................................................................................	4,158	—
Warrant liability ...................................................................................................	34,023	—
Other current liabilities ........................................................................................	317	253
Total Current Liabilities .......................................................................................	69,347	8,168
Notes payable, net of current portion ..................................................................	13,654	999
Convertible promissory note, net .........................................................................	—	1,120
Convertible promissory note due to related party, net .........................................	—	3,381
Embedded derivative liability ..............................................................................	—	1,994
Earnout liability ...................................................................................................	14,752	—
Stock-based compensation liability .....................................................................	1,160	—
Patent installment payable, net of current ............................................................	12,375	13,075
Deferred income taxes .........................................................................................	27,353	—
Other liabilities ....................................................................................................	355	683
Total Liabilities ......................................................................................................	138,996	29,420
Commitments and Contingencies (Note 19)
Mezzanine Capital
Redeemable Class I Units, no par value, 1,000,000 units authorized, issued and outstanding as of December 31, 2023 .......................................................	—	2,912
Redeemable Class PCTA Units, no par value, 3,982,675 units authorized, issued and outstanding as of December 31, 2023 ............................................	—	7,718
Stockholders' Equity / Unitholders' Deficit
Class B Preferred Units, no par value, 4,639,557 units authorized, and 4,109,961 units issued and outstanding as of December 31, 2023 ..................	—	38,122

F-5

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Class B-1 Preferred Units, no par value, 2,600,000 units authorized, and 342,608 units issued and outstanding as of December 31, 2023 .....................	—	3,323
Class A Units, no par value, 10,975,000 units authorized, and 10,875,000 units issued and outstanding as of December 31, 2023 ...................................	—	1,950
Class C Units, no par value, 1,585,125 units authorized, and 1,570,125 units issued and outstanding as of December 31, 2023 ............................................	—	844
Preferred Stock, $0.0001 par value, 25,000,000 shares authorized, and 1,102,000 shares issued and outstanding as of December 31, 2024 ................	—	—
Common Stock, $0.0001 par value, 250,000,000 shares authorized, and 44,597,154 shares issued and outstanding as of December 31, 2024 .............	4	—
Additional paid-in capital ....................................................................................	502,865	—
Accumulated other comprehensive gain (loss) ....................................................	909	—
Accumulated deficit .............................................................................................	(78,262)	(64,284)
Total Innventure, Inc., Stockholders’ Equity/ Innventure LLC Unitholders' Deficit ...................................................................................................................	425,516	(20,045)
Non-controlling interest .......................................................................................	340,777	1,559
Total Stockholders' Equity/ Unitholders' Deficit ...............................................	766,293	(18,486)
Total Liabilities, Mezzanine Capital and Equity ................................................	$905,289	$21,564

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share amounts)


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Revenue .....................................................................................	$456	$764	$1,117

Operating Expenses
Cost of sales ..........................................................................	3,752	777	—
General and administrative ...................................................	29,652	26,608	17,589
Sales and marketing ..............................................................	2,009	4,178	3,205
Research and development ....................................................	5,340	5,978	4,001
Total Operating Expenses ......................................................	40,753	37,541	24,795

Loss from Operations .............................................................	(40,297)	(36,777)	(23,678)

Non-operating (Expense) and Income
Interest expense, net ..............................................................	(1,132)	(1,300)	(1,224)
Net gain (loss) from investments ..........................................	—	11,547	(6,448)
Net (loss) gain on investments - due to related parties .........	—	(468)	232
Change in fair value of financial liabilities ...........................	(20,946)	(478)	766
Equity method investment (loss) income ..............................	(902)	893	(632)
Loss on conversion of promissory notes ...............................	—	(1,119)	—
Write-off of loan commitment fee asset ...............................	(10,041)	—	—
Miscellaneous other expense ................................................	(57)	(64)	—
Total Non-operating (Expense) Income ...............................	(33,078)	9,011	(7,306)
Loss before Income Taxes .......................................................	(73,375)	(27,766)	(30,984)
Income tax expense (benefit) ................................................	(3,282)	432	—
Net Loss ...................................................................................	(70,093)	(28,198)	(30,984)
Less: net loss attributable to
Non-redeemable non-controlling interest .............................	(8,339)	(11,762)	(139)
Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders .............................................	(61,754)	(16,436)	(30,845)

Basic and diluted loss per share ............................................	$(1.41)
Basic and diluted weighted average common shares ............	43,951,279

Other comprehensive income, net of taxes:
Unrealized gain on available-for-sale debt securities - related party .......................................................................	909	62	—
Total other comprehensive loss, net of taxes .........................	909	62	—

Total comprehensive loss, net of taxes ...................................	(69,184)	(28,136)	(30,984)
Less: comprehensive income attributable to .........................
Non-redeemable non-controlling interest .............................	(8,339)	(11,762)	(139)
Net Comprehensive Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders .....................	$(60,845)	$(16,374)	$(30,845)

See accompanying notes to consolidated financial statements.

F-8

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

(in thousands, except share and per share amounts)


	Class B Preferred	Class B-1 Preferred	Class A	Class C	Accumulated Deficit	Accumulated OCI	Non- Controlling Interest	Total Unitholders' Deficit
December 31, 2022 (Predecessor) ..............	$20,803	$3,323	$1,950	$639	$(38,564)	$—	$656	$(11,193)
Net loss .....................................................	—	—	—	—	(30,845)	—	(139)	(30,984)
Non-controlling interest acquired ............	—	—	—	—	—	—	337	337
Issuance of units, net of issuance costs ....	17,319	—	—	—	—	—	—	17,319
Unit-based compensation .........................	—	—	—	205	—	—	705	910
Distributions to unitholders ......................	—	—	—	—	(241)	—	—	(241)
Accretion of redeemable units to redemption value ..................................	—	—	—	—	5,366	—	—	5,366
December 31, 2023 (Predecessor) ..............	38,122	3,323	1,950	844	(64,284)	—	1,559	(18,486)
Net loss .....................................................	—	—	—	—	(16,436)	—	(11,762)	(28,198)
Other comprehensive loss, net of taxes ....	—	—	—	—	—	62	—	62
Units issued to non-controlling interest ...	—	—	—	—	—	—	13,921	13,921
Issuance of units, net of issuance costs ....	13,561	—	—	—	—	—	—	13,561
Unit-based compensation .........................	—	—	—	137	—	—	919	1,056
Issuance of units to non-controlling interest in exchange of convertible promissory notes ..................................	—	—	—	—	—	—	8,443	8,443
Accretion of redeemable units to redemption value ..................................	—	—	—	—	(11,950)	—	—	(11,950)
October 1, 2024 (Predecessor) ...................	$51,683	$3,323	$1,950	$981	$(92,670)	$62	$13,080	$(21,591)

See accompanying notes to consolidated financial statements.

F-9

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

(in thousands, except share and per share amounts)


	Series B Preferred Stock		Common Stock
	Shares	Amount	Shares	Amount	Additional Paid-In Capital	Accumulated Deficit	Accumulated OCI	Non- Controlling Interest	Total Stockholders' Equity
October 2, 2024 (Successor) ..........	—	$—	—	$—	$11,342	$(15,845)	$—	$—	$(4,503)
Effect of acquisition of Innventure LLC .......................	—	—	43,589,850	4	461,064	—	—	343,030	804,098
Reclassification of warrants from liability to equity ......................	—	—	—	—	1,265	—	—	—	1,265
Issuance of common shares, net of issuance costs ......................	—	—	160,000	—	2,083	—	—	—	2,083
Issuance of preferred shares, net of issuance costs ......................	1,102,000	—	—	—	9,965	—	—	—	9,965
Issuance of common shares from warrant exercises .....................	—	—	259,309	—	2,982	—	—	—	2,982
Net loss ........................................	—	—	—	—	—	(61,754)	—	(8,339)	(70,093)
Other comprehensive gain, net of taxes .........................................	—	—	—	—	—	—	909	—	909
Non-controlling interest acquired	—	—	—	—	—	—	—	4,129	4,129
Distributions to Stockholders ......	—	—	—	—	—	(663)	—	—	(663)
Vesting of contingent at risk sponsor shares ..........................	—	—	587,995	—	—	—	—	—	—
Stock-based compensation ..........	—	—	—	—	14,381	—	—	1,957	16,338
Accrued preferred dividends .......	—	—	—	—	(217)	—	—	—	(217)
December 31, 2024 (Successor) .....	1,102,000	$—	44,597,154	$4	$502,865	$(78,262)	$909	$340,777	$766,293

See accompanying notes to consolidated financial statements.

F-10

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Cash Flows Used in Operating Activities
Net loss ...............................................................................................................................................	$(70,093)	$(28,198)	$(30,984)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Stock-based compensation ................................................................................................................	16,338	1,056	910
Interest income on debt securities - related party ..............................................................................	(106)	(110)	—
Change in fair value of financial liabilities ........................................................................................	20,946	478	(766)
Change in fair value of payables due to related parties .....................................................................	—	468	(232)
Write-off of loan commitment fee asset ............................................................................................	10,041	—	—
Non-cash interest expense on notes payable ......................................................................................	248	351	487
Net (gain) loss on investments ...........................................................................................................	—	(11,547)	6,448
Equity method investment gain (loss) ................................................................................................	902	(893)	632
Loss on conversion of promissory notes ............................................................................................	—	1,119	—
Deferred income taxes .......................................................................................................................	(3,301)	432	—
Depreciation and amortization ...........................................................................................................	5,455	146	8
Payment of patent installment ............................................................................................................	—	(250)	—
Non-cash rent costs ............................................................................................................................	64	185	192
Accrued unpaid interest on note payable ...........................................................................................	69	930	—
Changes in operating assets and liabilities:
Accounts receivable ...........................................................................................................................	(166)	(117)	—
Prepaid expenses and other current assets .........................................................................................	(1,301)	(1,353)	(218)
Inventory ............................................................................................................................................	(2,354)	(2,824)	—
Accounts payable ...............................................................................................................................	(11,211)	6,013	9
Accrued employee benefits ................................................................................................................	1,656	3,838	3,181
Accrued expenses ...............................................................................................................................	(484)	674	1,230
Stock-based compensation liability ...................................................................................................	1,160	—	—
Other current liabilities ......................................................................................................................	(77)	(146)	(155)
Obligation to issue equity ..................................................................................................................	3,000	10,920	—
Other assets ........................................................................................................................................	—	(20)	(218)
Net Cash Used in Operating Activities ..........................................................................................................	(29,214)	(18,848)	(19,476)

Cash Flows Provided by (Used in) Investing Activities
Purchase of shares in equity method investee ....................................................................................	—	—	(2,000)
Contributions to equity method investee ...........................................................................................	—	—	(130)
Investment in debt securities - equity method investee .....................................................................	—	(7,400)	(2,600)
Advances to equity method investee ..................................................................................................	(4,240)	(135)	—
Acquisition of property, plant and equipment ...................................................................................	(266)	(736)	(645)
Acquisition of intangible assets .........................................................................................................	(30)	—	—
Acquisition of net assets, net of cash acquired, through business combination ................................	16	—	—
Proceeds from sale of investments .....................................................................................................	—	2,314	708
Cash withdrawn from trust as a result of business combination ........................................................	11,342	—	—
Net Cash Provided by (Used in) Investing Activities .......................................................................	6,822	(5,957)	(4,667)

Cash Flows Provided by Financing Activities
Proceeds from issuance of equity, net of issuance costs ....................................................................	15,383	13,122	16,009
Proceeds from the issuance of equity to non-controlling interest, net of issuance costs ...................	4,169	13,859	337
Proceeds from the issuance of convertible promissory note ..............................................................	—	—	2,000
Proceeds from issuance of debt securities, net of issuance costs .......................................................	19,455	—	—
Payment of debts ................................................................................................................................	(250)	(540)	(65)
Receipt of Capital from Class I Unitholder .......................................................................................	—	—	130
Distributions to Stockholders .............................................................................................................	(663)	—	(241)
Proceeds from the issuance of promissory notes to related parties ....................................................	—	12,000	1,004
Repayment of promissory note ..........................................................................................................	(4,628)	—	—
Cash Flows Provided by Financing Activities ..................................................................................................	33,466	38,441	19,174

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash .........................................	11,074	13,636	(4,969)
Cash, Cash Equivalents and Restricted Cash Beginning of period ....................................................	45	2,575	7,544
Cash, Cash Equivalents and Restricted Cash End of period ............................................................	$11,119	$16,211	$2,575

F-11

Table of Contents

Innventure, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Supplemental Cash Flow Information
Cash paid for interest .................................................................................................................................	$991	$1,070	$297
Supplemental Disclosure of Noncash Financing Information
Accretion of redeemable units to redemption value ..................................................................................	—	11,950	5,366
Debt discount and embedded derivative upon issuance ............................................................................	—	—	1,119
Issuance of units to non-controlling interest in exchange of convertible promissory notes ......................	—	7,324	—
Conversion of working capital loans to equity method investees into investments in debt securities - related party .........................................................................................................................................	—	2,600	—
Transfer of liability warrants to equity warrants in the Business Combination .........................................	1,265	—	—
Initial recognition of loan commitment fee ................................................................................................	16,190	—	—
Transfer of loan commitment fee asset ......................................................................................................	6,694	—	—

See accompanying notes to consolidated financial statements.

F-12

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Note 1. Nature of Business

Unless the context otherwise requires, references herein to "Innventure", "we", "us", "our" and "the Company"

refer to the business and operations of Innventure LLC and its consolidated subsidiaries (the “Predecessor”) for all

periods prior to the Closing (as defined below) and to the business and operations of Innventure, Inc. and its

consolidated subsidiaries (the “Successor”) for all periods after Closing.

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology

solutions that we acquire or license from technology innovators, which are typically Multinational Corporations

(‘‘MNCs’’). As owner-operators, our goal is to take what we believe to be breakthrough technologies from

evaluation to scaled commercialization utilizing an approach designed to help mitigate risk in collaboration with the

MNCs (our channel partner(s)), as we build disruptive companies that we believe have the potential to achieve a

target enterprise value of at least $1 billion. We define ‘‘disruptive’’ as innovations that, in our opinion, have the

ability to significantly change the way businesses, industries, markets, and/or consumers operate. Innventure, Inc., is

headquartered in Orlando, Florida.

Business Combination

On October 24, 2023, Learn SPAC HoldCo, Inc. (“Holdco”), a Delaware corporation and direct, wholly-owned

subsidiary of Learn CW Investment Corporation (“Learn CW”), a Cayman Islands exempted company, LCW

Merger Sub, Inc. (“LCW Merger Sub”), a Delaware corporation and direct, wholly-owned subsidiary of Holdco, and

Innventure Merger Sub, LLC (“Innventure Merger Sub” and together with LCW Merger Sub, the “Merger Subs”), a

Delaware limited liability company and direct, wholly-owned subsidiary of Holdco entered into a Business

Combination Agreement (the “Business Combination Agreement”) with Innventure LLC, a Delaware limited

liability company.

As further discussed below and in Note 8. Business Combinations, on October 2, 2024 (the “Closing Date” or

“Closing”), Learn CW and Innventure LLC consummated a business combination (the “Business Combination”)

pursuant to the terms of the Business Combination Agreement. Following the Closing, both Learn CW and

Innventure LLC became subsidiaries of Holdco, Holdco changed its name to “Innventure, Inc.” and became a

publicly traded company. Holdco was determined to be the accounting acquirer.

Both Learn CW and Holdco, a direct wholly-owned subsidiary of Learn CW prior to the Business Combination,

were created for the purpose of consummating a business combination. Innventure, Inc. and its subsidiaries is the

successor to Innventure LLC following the Business Combination and is a Delaware corporation, whose common

stock is listed and traded on the Nasdaq Global Market (“Nasdaq”). Following the Business Combination, the

Company continues the business of Innventure LLC. The information provided in this prospectus reflects two

distinct periods, the period up to the Closing Date labeled as the Predecessor and the period including and after that

date labeled as the Successor. The Business Combination was accounted for using the acquisition method of

accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of

the net assets acquired. As a result of the application of the acquisition method of accounting as of the Closing Date,

the accompanying Consolidated Financial Statements include a black line division which indicates that the

Predecessor and Successor reporting entities shown are presented on a different basis and are therefore, not

comparable.

Note 2. Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company are prepared in accordance with U.S. generally accepted

accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange

Commission (“SEC”). The Successor consolidated financial statements include the accounts of the Company, its

wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or

indirect controlling financial interest based on either a variable interest model or voting interest model. The

Predecessor consolidated financial statements include all amounts of Innventure LLC and its consolidated

subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

F-13

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Reclassifications

Certain amounts reported previously have been reclassified to conform to the current year presentation with no

effect on total stockholders' deficit, or net income as previously reported.

Going Concern

As of December 31, 2024, the Company had cash balance of $11,119, accumulated deficit of $78,262 and a

working capital deficit of $45,061. During the year ended December 31, 2024, the Company incurred a net loss of

$70,093 for the Successor period from October 2, 2024 through December 31, 2024 and $28,198 for Predecessor

period from January 1, 2024 through October 1, 2024. Management believes the Company will continue to incur

losses and negative cash flows from operating activities for the foreseeable future and will need additional capital or

debt financing to proceed with its business plans. Additionally, the future value of investments held is unpredictable

and subject to market events outside of the Company’s control.

Subsequent to December 31, 2024, the Company secured additional gross proceeds of $925 through Common

Stock issuances as part of the Company’s Standby Equity Purchase Agreement. The Company entered into preferred

stock purchase agreements (each, a “Series C Purchase Agreement”, and collectively, the “Series C Purchase

Agreements”) on March 24, 2025 to receive gross proceeds of $2,750. Additionally, the Company converted Related

party notes into Series C equity, with aggregate principal of $14,000, as discussed in Note 5. Borrowings. The

conversion was not determined to be a trouble debt restructuring. Further, the Company entered into a financing

agreement on March 25, 2025 to receive up to $30,000 in exchange for convertible debentures, contingent upon

certain reporting requirements. For further details on these events, refer to Note 21. Subsequent Events.

In connection with the Company’s assessment of going concern considerations, management has determined

that in order to maintain its current level of operations, the Company will require additional working capital from

cash flows from operations, the sale of its capital and/or issuance of debt. The Company intends to obtain additional

financing in the future to proceed with its business plans. If the Company is unable to acquire additional working

capital, it will be required to significantly reduce its current level of operations.

The accompanying consolidated financial statements have been prepared assuming that the Company will

continue as a going concern within one year after the date of the accompanying consolidated financial statements are

issued; however, the above conditions raise substantial doubt about the Company’s ability to do so. The consolidated

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and

classification of assets or the amounts and classifications of liabilities that may result should the Company be unable

to continue as a going concern. There can be no assurance that management will be successful in implementing its

business plan or that the successful implementation of such business plan will improve our operating results.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make

estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on

historical experience and on various other factors it believes to be reasonable under the circumstances, the results of

which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual

results could differ from those estimates.

Fair Value Measurements

The Company measures the fair value of assets and liabilities on a recurring and nonrecurring basis according to

a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an

entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company

categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is

significant to the fair value measurement in its entirety. These levels are:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Level 2 – Observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets or

liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be

corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best

estimate of what market participants would use in pricing the asset or liability. Consideration is given to the risk

inherent in the valuation technique and the risk inherent in the inputs to the model.

Investments

Equity Method Investments

Equity method investments are investments where the Company does not consolidate the investee, but can exert

significant influence over the financial and operating policies of the investee.

The carrying value of our equity method investments is determined based on amounts invested by the Company,

adjusted for the Company’s share in the earnings or losses of each investee, after consideration of contractual

arrangements that govern allocations of income or loss, less distributions received. For investments where the

specified allocations of income or loss are different from the allocation of cash from operations and on liquidation,

the Company utilizes the hypothetical liquidation book value method to allocate income or loss from the equity

method investment. The Company evaluates its equity method investments for impairment whenever events or

changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

Cash distributions received as a result of the Company’s share of cumulative earnings are classified as operating

activities. Cash distributions, if any, received that are in excess of the Company’s share of cumulative earnings or

losses are classified as investing activities.

Exchange-traded Investments

Exchange-traded equity investments are generally carried at fair value on the consolidated balance sheets with

changes in the fair value recorded through net income (“FVTNI”) within non-operating income (expense).

Variable Interest and Voting Interest Entities

The Company performs an analysis of its investments to determine if they are either a Variable Interest Entity

(“VIE”) or a Voting Interest Entity (“VOE”). Factors considered in this analysis include the entity’s legal

organization; the entity’s capital structure and sufficiency of equity at risk; the rights of equity investment holders;

the Company’s contractual involvement with, and economic interest in, the entity; and any related party or de facto

agent implications of the Company’s involvement with the entity. Entities that are determined to be VIEs are

consolidated if the Company is the primary beneficiary (“PB”) of the entity. If the Company is not deemed to be the

PB of a VIE, the Company accounts for the investment or other variable interests in a VIE as either an equity

method investment or other investment, as applicable. VOEs are typically consolidated if the Company holds the

majority voting interest.

Upon the occurrence of certain events (such as changes in the investment or the governance structure),

management reviews and reconsiders its previous conclusion regarding the status of an entity as a VIE or VOE, and

when applicable, whether the Company continues to qualify as the PB of a VIE. Refer to Note 3. Investments for

further discussion on investments in VIEs.

Impairments of Investments

Management periodically assesses equity method investments for impairment. If impairment exists, an

impairment charge would be recorded for the excess of the carrying amount of the investment over its estimated fair

value in the consolidated statements of operations and comprehensive income (loss).

Impairment evaluation considers qualitative factors, including the financial conditions and specific events

related to an investee, that may indicate the fair value of the investment is less than its carrying value.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Available-for-Sale Investments

Available-for-sale (“AFS”) debt securities are generally reported at estimated fair value, with unrealized gains

and losses recorded in accumulated other comprehensive loss which is included within stockholders’ deficit. AFS

debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount

of that difference, if any, is caused by expected credit losses. Allowance for credit losses on AFS debt securities are

recognized as a charge in other loss on our consolidated statements of income, and any remaining unrealized losses,

net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents primarily consist of cash, money market funds and short-term highly liquid

investments with original maturities of three months or less. The Company has concentrated credit risk for cash and

cash equivalents by maintaining deposits in banks, which may, at times, exceed amounts covered by insurance

provided by the US Federal Deposit Insurance Corporation and management continues to monitor the financial

condition of the major financial institutions where these funds are held.

Cash that is restricted and not available for general operations is considered restricted cash. The Company's

restricted cash is related to cash received through the Company's Class B Preferred Units capital raise and held in

escrow prior to finalization of the Class B Preferred Units investment. As of December 31, 2024 and 2023, the

Company had restricted cash related to the capital raise of $— and $100, respectively.

Additionally, the Company maintains certain compensating balances that may be withdrawn, but the availability

of short-term lines of credit is dependent upon the maintenance of such compensating balances. As of December 31,

2024 and 2023, the Company had compensating balances of $100 and $300, respectively.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is determined principally under the

average cost method.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost less accumulated depreciation. The Company depreciates the

cost of property, plant and equipment using the straight-line method with depreciable lives of 10 years for

Machinery & equipment, 3 years for Computers & office equipment and the lesser of useful life or lease terms for

Leasehold improvements. The Company expenses normal maintenance and repair costs as incurred.

Impairment of Long-Lived Assets

The Company assesses its property, plant and equipment and other long lived assets for impairment whenever

events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The

recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to the future

undiscounted net cash flows expected to be generated by the asset. In the event such an asset is considered impaired,

the impairment to be recognized is measured by the amount by which the carrying value of the asset exceeds the

estimated fair value of the asset. If such assets are not impaired, but their useful lives have decreased, the remaining

net book value is depreciated over the revised useful life. Assets to be disposed of are reported at the lower of the

carrying value of estimated fair value less estimated costs to sell.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment

whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable.

If required, recoverability of these assets is determined by comparison of their carrying value to the estimated

future undiscounted cash flows the assets are expected to generate over their remaining estimated useful lives. If

such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which

F-16

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

the carrying value of the assets exceeds their estimated fair value determined by either a quoted market price, if any,

or a value determined by utilizing a discounted cash flow technique.

Goodwill

Goodwill reflects the excess purchase price over the fair value of net tangible and intangible assets acquired in a

business combination.

Goodwill is evaluated for impairment annually, or more frequently if circumstances indicate a possible

impairment. The Company compares the fair value of its reporting unit to its carrying value. If the carrying value of

the net assets assigned to the reporting unit exceeds the fair value of its reporting unit, the Company would record an

impairment loss equal to the difference. The Company operates in one operating segment which the Company

considers to be its only reporting unit. There were no impairments of goodwill recognized for the year ended

December 31, 2024.

Stock and Warrants

Stock may be classified as a liability, temporary capital (i.e., mezzanine capital) or permanent stockholders'

equity. In order to determine the appropriate classification, an evaluation of the cash redemption and other features

is required. Where there exists an absolute right of redemption presently or in the future, the units in question would

be classified as a liability. If units are contingently redeemable upon the occurrence of an event that is outside of the

issuer’s control, the units are classified as mezzanine capital. The probability that the redemption event will occur is

irrelevant. If no redemption features exist, or if a contingent redemption feature is within the Company’s control, the

capital unit would be considered permanent stockholders' equity.

The Company accounts for warrants to acquire stock as either equity-classified or liability-classified

instruments based on an assessment of the warrant’s specific terms. In order to determine the appropriate

classification, consideration is given as to whether the warrants are indexed to the Company’s own common stock

and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the

Company’s control, among other conditions. This assessment requires the use of judgement and is conducted at the

time of warrant issuance and as of each reconsideration and balance sheet date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for stockholders' equity classification, the warrants

are recorded as a component of additional paid-in capital at fair value at the time of issuance. For issued or modified

warrants that do not meet all of the criteria for stockholders' equity classification, the warrants are recorded as a

liability at their initial fair value on the date of issuance and remeasured at fair value as of each reconsideration and

balance sheet date thereafter. The change in fair value is recognized in the Company’s consolidated statements of

operations and comprehensive income (loss).

Revenue Recognition

The Company’s product sales arrangements contain performance obligations satisfied at a point in time when

control of the product transfers to the customer, based on the contractual terms. This typically occurs when title and

risk and rewards of ownership have transferred to the customer. Revenue is recorded net of sales taxes, discounts,

and expected returns. Sales discounts and other incentives are treated as variable consideration when estimating the

revenue to be recognized.

The Company earns management fees, consulting revenue and carried interest allocations from investment

advisory services it provides to its customers. The Company considers the investment advisory services represent a

single performance obligation. Management fees, generally 1-2% of capital committed to the ESG Fund I, L.P. (the

“ESG Fund”), are recognized over time using the time-elapsed method, resulting in straight-line revenue recognition

over the performance period. These fees are calculated and paid quarterly in advance based on the capital

commitments at the start of each quarter. Management fees are considered variable consideration but are typically

fully recognized at the end of each reporting period as they are not subject to clawback. Carried interest allocations,

typically 10-20%, are recognized based on cumulative fund performance and are subject to achieving minimum

F-17

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

return levels, usually 8%. These allocations are considered variable consideration and are recognized when a

significant reversal is no longer probable.

Stock-Based Compensation

The Company participates in multiple stock-based compensation plans which are further discussed in Note 14.

Stock-based Compensation.

The fair value of stock-based awards is measured on the grant date of the award and recognized as

compensation expense over the period of service that generally coincides with the vesting period of the award.

Service-based awards vest over the period defined in each individual grant agreement. For equity awards with a

graded vesting schedule, compensation cost is recognized on a straight-line basis over the requisite service period of

the entire award.

Expense related to grants of stock-based awards is included in the respective expense category in which the

employee serves in the consolidated statements of operations and comprehensive income (loss). The Company

recognizes forfeitures as they occur.

Income Taxes

Prior to the Business Combination, Innventure LLC qualified as a partnership for federal income tax purposes

that consolidated financial results with corporate subsidiaries within the financial statements. Consequently, federal

income taxes were not payable or provided by Innventure LLC but various corporate subsidiaries were subject to

corporate federal, state, and local taxes. There was no federal income tax recorded by Innventure LLC for the year

ended December 31, 2023, but corporate income taxes were recorded for the period from January 1, 2024 through

October 1, 2024.

On October 2, 2024, the Business Combination occurred which merged Innventure LLC into Innventure Merger

Sub, LLC, a wholly owned subsidiary of the Company. The Company became a publicly traded entity and is being

taxed as a corporation. The Company accounts for income taxes pursuant to the asset and liability method of ASC

740, Income Taxes, which requires the recognition of current tax liabilities or receivables for the amount of taxes

that are estimated as payable or refundable for the current year, and deferred tax assets and liabilities for the

expected future tax consequences attributable to temporary differences between the financial statement carrying

amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and

credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to

taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect

on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A

valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be

realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income

and the reversal of deferred tax liabilities during the period in which related temporary differences become

deductible.

The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes

recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial

statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be

taken in income tax returns. The benefit of tax positions taken or expected to be taken in our income tax returns is

recognized in the financial statements if such positions are more likely than not of being sustained upon examination

by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit

recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is

recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized

tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position

that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties

related to unrecognized tax benefits are required to be calculated, if applicable. As of December 31, 2024 and 2023,

no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant

changes in unrecognized tax benefits in the next year.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Recently Adopted Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement

of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). ASU 2022-03 clarifies that

contractual sale restrictions should not be considered in measuring the fair value of equity securities. ASU 2022-03

is effective for fiscal years beginning after December 15, 2023, including interim periods therein, with early

adoption permitted. The Company adopted this ASU on January 1, 2024, and the adoption did not have a material

impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to

Reportable Segment Disclosures ("ASU 2023-07"), which enhances prior reportable segment disclosure

requirements in part by requiring entities to disclose significant expenses related to their reportable segments. The

amendments in ASU 2023-07 are effective on a retrospective basis for annual periods beginning after December 15,

2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has made the

required disclosures related to this ASU within Note 20. Business Segment Data.

Recently Issued But Not Yet Adopted Accounting Standards

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in

Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). This standard modifies the

disclosure or presentation requirements of a variety of topics and aligns requirements with the SEC’s existing

disclosure requirements. ASU 2023-06 is effective on the date each amendment is removed from Regulation S-X or

Regulation S-K with early adoption prohibited. The Company will monitor the removal of various requirements

from the current regulations in order to determine when to adopt the related amendments, but does not anticipate the

adoption of the new guidance will have a material impact on the Company’s consolidated financial statements. The

Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures ("ASU 2023-09"), which requires disaggregated information about a reporting entity's effective tax rate

reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of

income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15,

2024 on a prospective basis. The Company is currently evaluating the impact that the adoption of this accounting

standard will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -

Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU

2024-03"). In January 2025, the FASB issued Clarifying the Effective Date (“ASU 2025-01”) to add some clarity

around the effective date of the guidance. ASU 2024-03 requires disclosures about specific types of expenses

included in the expense captions presented on the face of the income statement as well as disclosures about selling

expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and for interim periods

within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be

applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior

periods presented. The Company is currently evaluating the impact that the adoption of this accounting standard will

have on its consolidated financial statements.

Note 3. Investments


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Equity-method investments ......................................................................................	$17,547	$4,482
Exchange-traded investments at fair value ...............................................................	—	9,685
Investment in debt securities - AFS..........................................................................	11,187	—
Total Investments .................................................................................................	$28,734	$14,167

F-19

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Equity-method investments

ESG Fund

During the Predecessor period, the Company’s equity-method investment in the ESG Fund reflects the

Company’s general partner interest which represents approximately 5% of the ESG Fund’s total capital

commitments and limited partner interests which were received in exchange for shares of Innventure LLC and

Accelsius Holdings LLC prior to October 1, 2024. As of December 31, 2024, the Company’s equity-method

investment in the ESG Fund solely reflects interests held by the Company as a limited partner due to the

deconsolidation of certain SILOs as further discussed in Note 8. The Predecessor period general partner interest is

not consolidated because the ESG Fund is not considered a VIE and the Company does not hold a controlling

financial interest in the ESG Fund under the VOE model. The ESG Fund is an investment company that follows a

specialized basis of accounting established by GAAP. The Company’s partnership interests in the ESG Fund are

substantially illiquid. While the ESG Fund’s holdings are accounted for at fair value, the equity-method investment

in the ESG Fund is adjusted to reflect the fair value of the underlying investments of the ESG Fund as of

December 31, 2024 and 2023. The fair value of the underlying investments in the ESG Fund is based on the

Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to

similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality,

concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments.

AeroFlexx

The Company determined that AeroFlexx has insufficient equity at risk to fund its operations, as of

December 31, 2024 and therefore will meet the definition of a VIE. The Company does not have power to direct

AeroFlexx's operations. AeroFlexx’s core operations are not closely associated with the Company and it was not

created specifically to provide substantially all benefits to Innventure. Therefore, the Company is not considered the

primary beneficiary and does not consolidate AeroFlexx as a VIE. The Company accounts for its investments in

AeroFlexx under the equity method and held a 34% and 31% interest in AeroFlexx as of December 31, 2024 and

2023, respectively.

The Company’s carrying amounts and maximum exposure relating to AeroFlexx, were as follows:


	Successor		Predecessor
	December 31, 2024		December 31, 2023
Asset type	Carrying Amount	Maximum Exposure to Loss	Carrying Amount	Maximum Exposure to Loss
Equity method investment in AeroFlexx ...........	$16,930	$16,930	$1,570	$1,570
Investments in debt securities - AFS .................	11,187	11,187	—	—
Due from related party .......................................	4,472	4,472	2,600	2,600
Total .................................................................	$32,589	$32,589	$4,170	$4,170

Summarized financial information:

Balance sheets


	ESG Fund		AeroFlexx
	December 31,		December 31
	2024	2023	2024	2023
Total Assets .........................................................	$97,445	$58,022	$17,002	$10,780
Total Liabilities ...................................................	93	107	27,861	8,031
Total Equity (Deficit) ..........................................	$97,352	$57,915	$(10,859)	$2,749

F-20

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Statements of operation


	ESG Fund		AeroFlexx
	Years ended December 31,		Years ended December 31,
	2024	2023	2024	2023
Revenue ...............................................................	$202	$320	$38	$16
Gross (Loss) Profit .............................................	(735)	(709)	(57)	1
Net Income (Loss) ...............................................	$39,437	$(4,557)	$(13,663)	$(8,221)

Exchange-traded investments

The Company previously invested in PureCycle Technologies (“PCT”) as the first company formed in

partnership with a multinational corporation. In 2021, PCT merged with a special purpose acquisition company and

became a publicly-traded entity. The shares of PCT's common stock held by the Company are classified as an

Exchange-traded investment at FVTNI. During the Predecessor period from January 1, 2024 through October 1,

2024, the Company sold 400,000 PCT shares for aggregate net proceeds of $2,302. The PCT shares were measured

at their fair value immediately prior to the transactions. All remaining PCT shares were derecognized as a result of

the Business Combination.

Investment in debt securities - AFS

On July 1, 2024, the Company entered into a loan agreement with AeroFlexx under which the Company will

lend up to $10,000 to AeroFlexx. As of July 1, 2024, the aggregate outstanding principal of working capital interest-

free advances to AeroFlexx, amounting to $7,635 were included as outstanding term loans under this agreement.

During the Predecessor period from January 1, 2024 through October 1, 2024, the Company lent AeroFlexx the

remaining principal balance of $2,365 under this agreement.

The term loans and any unpaid accrued interest are required to be repaid by the maturity date, which is the

earlier of (i) December 31, 2026 or (ii) the date of the sale, transfer or other disposition all of AeroFlexx’s assets or

AeroFlexx's stock. After any full or partial repayment of the term loans, AeroFlexx may borrow additional funds up

to the $10,000 limit until the maturity date. The loans bear interest at the applicable federal rate published by the

Internal Revenue Service and is adjusted on a quarterly basis.

The Company has an option to convert the outstanding principal amount of the term loans and any unpaid

accrued interest into shares or units in connection with the next issuance of equity securities by AeroFlexx, at a price

equal to 100% of the price per share or unit and on the same terms and conditions as apply to such issuance.

If, by January 1, 2025, AeroFlexx has not raised equity financing equal to or more than a target of $10,000, then

on January 2, 2025, the outstanding principal and any unpaid accrued interest on the term loans will automatically

convert into Class D preferred units of AeroFlexx at the same price per unit and on the same terms and conditions as

the Class D preferred unit of AeroFlexx purchased by the Company prior to the date of this loan agreement, up to

the amount necessary to reach the $10,000 target.

The Company accounted for the loans as an investment in debt securities and classified them as available for

sale debt securities. Based on the AFS classification, the Company records this investment at fair value at each

reporting date and as such recorded the changes in fair value of these loans (including the adjustment to fair value at

inception date) in Other Comprehensive Income ("OCI").

The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities as of December 31,

2024 is represented in the table below:


	Amortized cost	Gross unrealized gains	Fair value
Investment in Debt Securities - AFS ..............................................	$10,278	$909	$11,187

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

At December 31, 2024, there was no allowance for credit loss related to the available for sale securities

portfolio. Accrued interest receivable on available for sale debt securities totaled $216 at December 31, 2024.

The amortized cost and fair value of debt securities, by contractual maturity, as of December 31, 2024 is shown

below. Expected maturities can differ from contractual maturities.


	Amortized cost	Fair value
Due within one year ...................................................................................................	$—	$—
Due after one year through five years .......................................................................	10,278	11,187
Due after five years ....................................................................................................	—	—
	$10,278	$11,187

As the contractual maturity of the loan is in 2026, it is included in the non-current line item Investments of the

consolidated balance sheets. The change in fair value of this investment in debt securities of $909 for the Successor

period from October 2, 2024 through December 31, 2024 is included as Unrealized gain on available-for-sale debt

securities - related party in the consolidated statements of operations and comprehensive income (loss). As this

investment was acquired at fair value as part of the Business Combination there is no activity for the Predecessor

periods.

Note 4. Fair Value

Fair Value Hierarchy

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value

on a recurring basis as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor):


December 31, 2024 (Successor)	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Assets:
Investment in debt security - AFS .......................	$—	$—	$11,187	$11,187

Liabilities:
Earnout liability ...................................................	—	—	14,752	14,752
WTI warrant liability			17,230	17,230
Private placement warrant liability .....................	—	16,793	—	16,793


December 31, 2023 (Predecessor)	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs( Level 3)	Total
Assets:
Exchange-traded investments at FVTNI .............	$9,685	$—	$—	$9,685

Liabilities:
Embedded derivative liability .............................	$—	$—	$1,994	$1,994
Related party payables ........................................	347	—	—	347

Gains and losses for such assets and liabilities categorized within the Level 3 table set forth may include changes in

fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

F-22

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Changes in the estimated fair value of Level 3 financial assets and liabilities that are measured on a recurring

basis for the Successor period from October 2, 2024 through December 31, 2024, the Predecessor period from

January 1, 2024 through October 1, 2024 and the Predecessor year ended December 31, 2023, respectively, are as

follows:


	Forward Contract	Embedded Derivative Liability	Investment in debt securities - AFS	Earnout Liability	WTI Warrant Liability
Balance as of January 1, 2023 (Predecessor) ....................................	$—	$1,641	$—	$—	$—
Additions ............................................	—	1,119	—	—	—
Change in fair value ...........................	—	(766)	—	—	—
Balance as of December 31, 2023 (Predecessor) .....................................	$—	$1,994	$—	$—	$—
Additions ............................................	—	—	10,110	—	—
Settlement ...........................................	—	(2,472)	—	—	—
Change in fair value ...........................	—	478	62	—	—
Balance as of October 1, 2024 (Predecessor) .....................................	—	—	10,172	—	—

Balance as of October 2, 2024 (Successor) ........................................	—	—	10,172	11,352	—
Additions ............................................	54	—	106		15,690
Settlement ...........................................	(99)	—	—	—	—
Change in fair value ...........................	45	—	909	3,400	1,540
Balance as of December 31, 2024 (Successor) ........................................	$—	$—	$11,187	$14,752	$17,230

There were no transfers in or out of levels during the Successor period from October 2, 2024 through December

31, 2024, the Predecessor period from January 1, 2024 through October 1, 2024, or for the Predecessor year ended

December 31, 2023.

Standby Equity Purchase Agreement

On October 24, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with

Yorkville, as further described in Note 13. Stockholders' Equity with applicable terms defined. The SEPA became

effective concurrently with the Business Combination. The SEPA includes two components subject to fair value

measurement: the Purchased Put Option and Forward Contract. These are considered freestanding financial

instruments not indexed to the Company’s stock.

The Purchased Put Option is accounted for as a derivative asset, initially measured at fair value upon Closing

and subsequently measured at fair value each reporting period with changes in fair value recorded in the

consolidated statements of operations and comprehensive income (loss). The Purchased Put Option fair value is

considered de minimis upon Closing due to the exercise price being at a discount to market prices and remains de

minimis as of December 31, 2024.

The Forward Contract is initially measured at fair value upon any Advance Notice and subsequently remeasured

with changes in fair value recorded in the consolidated statements of operations and comprehensive income (loss). A

derivative liability or asset will be recorded when there is an Advance Notice outstanding as of a reporting period.

There were no outstanding Advance Notices as of December 31, 2024.

Derivative Liabilities

Embedded derivative liabilities contained within the 2025 Notes (as defined and further described in Note 5.

Borrowings) are stated at fair value. Fair value is determined utilizing discounted cash flows, using unobservable

F-23

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

market data inputs, and an option pricing model based on a probability-weighted expected outcome with respect to a

financing or a change of control. The derivatives associated with the 2025 Notes were settled in March 2024 due to

conversion of the 2025 Notes in a qualified financing. A summary of the significant unobservable inputs utilized to

estimate the fair value is as follows:


Embedded derivative within 2025 Note issued August 18, 2022 with a principal balance of $4,000	Settlement	December 31, 2023
Discount Rate ..........................................................................................................	35%	35% - 36%
Probability of Expected Outcomes
Financing ..............................................................................................................	100%	95%
Change in control ..................................................................................................	—%	3%
Other .....................................................................................................................	—%	2%

Embedded derivative within 2025 Notes issued June 7 & July 3, 2023 with an aggregate principal balance of $2,000
Discount Rate ..........................................................................................................	71% - 87%	71% - 88%
Probability of Expected Outcomes
Financing ..............................................................................................................	100%	95%
Change in control ..................................................................................................	—%	3%
Other .....................................................................................................................	—%	2%

Significant increases or decreases to any of these inputs would result in a significantly higher or lower liability.

Investment in debt securities - AFS

The investment in debt securities is stated at fair value as described in Note 3. Investments. The terms of the

securities are such that they are highly likely to convert into Class D Units of AeroFlexx. The fair value of the debt

securities is estimated on an as-converted basis using a Black-Scholes model incorporating breakpoints upon which

each tranche of AeroFlexx equity participates in distributions.


	October 2, 2024	December 31, 2024
Volatility ....................................................................................................................	120.00%	120.00%
Time to liquidity ........................................................................................................	2 years	2 years
Discount for lack of marketability .............................................................................	18.00%	31.00%
Weighted average cost of capital ...............................................................................	45.00%	45.00%
Risk-free rate .............................................................................................................	3.51%	4.23%

Earnout Shares

Upon Closing of the Business Combination, Earnout Shares were issued to previous Innventure Members and

contingently issued to Sponsors (as defined and further described in Note 10. Earnout Shares). The fair value of the

Earnout Shares was determined using a Monte Carlo valuation model that utilizes significant assumptions, including

expected volatility, expected term, and risk-free rate, to determine the probability of achieving common share price

and revenue milestones. The shares may vest upon either the achievement of the common share price milestone or

revenue or event-based milestone specific to each of three tranches. Specifically, the future stock price of the

Company and revenues of Accelsius and AeroFlexx are simulated assuming a Geometric Brownian Motion (GBM)

in a risk-neutral framework. The Earnout Share payoff is calculated based on the contractual terms, and then

discounted at the term-matched risk-free rate. The risk-free interest rate was determined by reference to the U.S.

Treasury yield curve for time periods approximately equal to the remaining contractual term of the Earnout Shares.

Discounting conventions of revenue-based milestones are mid-period assuming annual revenue forecasts are earned

F-24

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

on average at the mid-period of the forecast period. The value of the Earnout Shares is calculated as the average

present value over all future modeled payoffs.

The inputs used in simulating the Company’s stock price include, the term, stock price, volatility, risk-free rate

and dividend yield. Prior to the Business Combination, the Company never paid or declared dividends, thus the

dividend yield is estimated to be 0% as of December 31, 2024. The following table summarizes the inputs used in

simulating the Company’s stock price for purposes of valuing the Earnout Shares:


	October 2, 2024	December 31, 2024
Term ...........................................................................................................................	7 years	6.8 years
Stock price .................................................................................................................	$10.87	$13.85
Volatility ....................................................................................................................	56.00%	56.00%
Risk-Free Rate ...........................................................................................................	3.62%	4.42%
Dividend Yield ..........................................................................................................	—%	—%

The Milestone One and Milestone Two Earnout Shares are equity classified and the Milestone Three Earnout

Shares are liability classified, as further described in Note 10. Earnout Shares. The assumptions used in measuring

fair value of Milestone One and Milestone Three are considered Level 3 inputs, which include weighted average

cost of capital risk premium, operational leverage ratio, revenue risk premium and revenue volatility.

Milestone One

The following table summarizes the unobservable inputs used in estimating the fair value of the Earnout Shares

based on revenue for Accelsius (Milestone One):


	October 2, 2024
Revenue risk premium ..........................................................................................................................	6.10%
Revenue volatility .................................................................................................................................	44.00%

Milestone Two

Milestone Two is contingent on the Company’s formation of a new subsidiary, in partnership with an MNC, as

determined using the Innventure LLC's “DownSelect” process, within the Vesting Period. The probability of

achievement based on the Company’s analysis was 98% on October 2, 2024.

Milestone Three

The following table summarizes the unobservable inputs used in estimating the fair value of the Earnout Shares

based on revenue for AeroFlexx (Milestone Three):


	October 2, 2024	December 31, 2024
Revenue risk premium ................................................................................................	30.60%	36.10%
Revenue volatility .......................................................................................................	165.00%	176.00%

For further information on the Earnout Shares, refer to Note 10. Earnout Shares.

Warrants

The Company issued freestanding warrants to the WTI Lenders in connection with the WTI Facility (as defined

and further described in Note 5. Borrowings and Note 11. Warrants). The fair value measurement of WTI Warrants

is based on unobservable inputs (Level 3 fair value measurement).

F-25

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The fair value of the WTI Warrants was determined using a Monte Carlo valuation model in which the future

stock price is simulated assuming a GBM in a risk-neutral framework. The model utilizes significant assumptions

including stock price, stock price volatility, and credit spread. The credit spread relates to estimated counterparty

credit risk of Innventure being able to make payments related to the WTI Lenders’ put right, in which the WTI

Lenders may exchange the WTI Warrants for a total cash payment of $15,000 after the four-year anniversary of

issuance. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve.


	October 22, 2024	December 31, 2024
Stock Price ..................................................................................................................	$11.50	$13.85
Stock Price Volatility ..................................................................................................	56.00%	56.00%
Credit Spread ..............................................................................................................	18.60%	18.80%

Other

Our financial instruments that are not re-measured at fair value include prepaid expenses and other current

assets, due from related parties, other assets, accounts payable, accrued expenses, accrued employee benefits, other

current liabilities and other liabilities as the carrying amounts approximate fair value due to the short maturity terms

of these instruments.

Note 5. Borrowings


		Successor		Predecessor
	Maturities	December 31, 2024	Interest Rates	December 31, 2023	Interest Rates
Series 1 promissory notes ..........................	2025 - 2026	$725	12% - 15%	$1,911	9% - 15%
Related party notes ....................................	2024 - 2025	14,000	8% - 15.99%	1,000	—%
Convertible promissory notes ....................		—		6,634	8%
WTI Facility ..............................................	2028	20,000	13.50%	—
Total Notes Payable ................................		34,725		9,545
Less: unamortized debt discount ...............		(6,446)		(2,133)
Less: current portion of related party notes payable ..........................................		(14,000)		(1,000)
Less: current portion of notes payable .......		(625)		(912)
Total Long-term Notes ..........................		$13,654		$5,500

The Company's debt is carried on a historical cost basis net of unamortized discounts and premiums. Costs

associated with acquiring debt are presented in the consolidated balance sheets as a direct deduction from the

carrying amount of the debt as a debt discount. Discounts on debt are amortized over the contractual life of the

related debt instrument using the effective interest method (unless otherwise specified below) and are included in

Interest expense, net in the consolidated statements of operations and comprehensive income (loss).

The Company’s notes payable, excluding debt issuance costs, and notes payable to related parties mature as

follows:


Year Ending December 31,	Amount
2025 ......................................................................................................................................................	$14,625
2026 ......................................................................................................................................................	7,295
2027 ......................................................................................................................................................	8,244
2028 ......................................................................................................................................................	4,561
Total Debt ...........................................................................................................................................	$34,725

F-26

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Series 1 Promissory Notes

In 2018, the Company authorized the issuance and sale of unsecured promissory notes to investors up to

$35,000. From 2018 to 2021, the Company issued promissory notes with a total principal amount of $4,936. The

notes require monthly interest payments, have an original maturity period of 36-48 months, and bear interest at

9%-12% per annum. The notes contain two term extension options, at the Company’s election, which can extend the

notes’ maturity period to 60 months in total. If the Company elects its first term extension option, the note will bear

interest at 12% for months 36 through 48. If the Company elects its second term extension option, the notes will bear

interest at 15% for months 48 through 60.

In the event of a change of control or a portfolio company sale, the notes are required to be repaid. In the event

of a default, noteholders may elect to convert notes into common units of the Company equal to two times the

unpaid principal balance plus accrued but unpaid interest at the time of conversion at a pre-money valuation agreed

to by a majority of the converting noteholders. If the Company is in default due to lack of payment and the

noteholders do not elect repayment, notes will accrue interest at the default rate. During the first 36 months, the

default interest rate is 12% and increases to 18% thereafter.

Noteholders converted their Series 1 promissory notes into Class B Preferred Units as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Principal amount ...........................................................................	$—	$396	$1,310
Number of shares ..........................................................................	—	40,829	135,133

The conversion rate was based on the Class B Preferred Unit issuance price of $9.6992 per unit. The

noteholders elected to receive the last interest payment due and waive the prepayment fee, if applicable, in

connection with the transaction. The Company accounted for the conversion of promissory notes as an

extinguishment of debt, the impact of which is immaterial to the Company’s financial statements. Upon Closing of

the Business Combination, the option for noteholders to convert their Series 1 promissory notes into Class B

Preferred Units is no longer available.

Extensions on Series 1 promissory notes were as follow:


		Successor	Predecessor
	Interest Rate	December 31, 2024	December 31, 2023
Principal amount of 1st extension promissory notes .....................	12%	$122	$829
Principal amount of 2nd extension promissory notes ...................	15%	$603	$890

Interest expense on Series 1 promissory notes was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Interest attributable to contractual interest .....................................	$29	$138	$297
Interest attributable to amortization of issuance costs ....................	—	—	32
Total interest expense ..................................................................	$29	$138	$329

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Related Party Notes

The Company entered into unsecured promissory notes with two related parties, the first on August 20, 2024,

for a principal amount of $10,000, and the second on August 22, 2024, for a principal amount of $2,000. The

Company entered into amended and restated agreements to amend the terms of these unsecured promissory notes on

October 1, 2024. As per the original agreements, the note with the first party contained a loan fee of $1,000 which

was payable with the repayment of the principal amount of the note and the note with the second party contained

interest at the rate of 11.50% per annum. The principal amounts, loan fees and accrued interest were repayable at the

earlier of October 15, 2024 and the first business day following the date of consummation of the Business

Combination.

As per the amended note with the first party, the maturity date was extended to the earlier of (i) January 31,

2025 and (ii) the first business day following the date on which the Company has sufficient capital to be able to

repay all amounts outstanding under the note and otherwise meet its expected working capital needs as determined

by the Company in its reasonable discretion. The loan fee of $1,000, required under the original agreement, became

due on or around the amendment date but as of December 31, 2024 has not yet been paid and interest will accrue at

the rate of 15.99% per annum until paid. The amendment was accounted for as a troubled debt restructuring as the

Company was provided a concession through a decrease in the effective interest rate. However, no gain or loss was

recognized as a result.

As per the amended note with the second party, the maturity date was extended to January 31, 2025 and the

interest rate was increased to 13.50% per annum. Additionally, $1,000 of the principal amount became due on or

around the amendment date but as of December 31, 2024 has not yet been paid.

Interest expense on the related party notes was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Total interest expense ..................................................................	$611	$932	$—

In addition to the related party notes above, the Company also has a related party note for $1,000 that had no

stated interest or maturity at issuance. The Company formally came to terms on the related party note by executing

an unsecured promissory note with the related party on May 2, 2024. As per the terms of the executed agreement,

the principal amount became due on December 21, 2024 but as of December 31, 2024 has not yet been paid and

interest will now accrue at the rate of 8.00% per annum. Upon maturity, the Company is required to repay the

outstanding principal amount of $1,000 and a loan fee equal to approximately $63. There is no stated interest as per

the terms of the executed agreement but it provides for interest at the rate of 8.00% per annum on the outstanding

amount from the maturity date if the Company fails to pay any amount due on the maturity date.

Convertible Promissory Notes

The Company previously issued 8% convertible promissory notes (the “2025 Notes”) that can be converted into

equity units at the later of a qualified financing event or upon maturity, which is 36-months. A qualified financing

event is one or more transactions that results in gross proceeds of at least $2,000. Upon the occurrence of a qualified

financing event, the 2025 Notes convert to the series of stock issued in that financing at the lesser of (a) a 20 percent

discount or (b) $200 million divided by the number of fully diluted units outstanding immediately prior to the

financing. This conversion option is accounted for as a derivative instrument and the fair value of such is discussed

in Note 4. Fair Value.

On March 31, 2024, the 2025 Notes with a $6,000 principal balance and $755 of accrued interest were

converted into 693,480 Accelsius Series A units at a conversion price of $9.74 per share. The conversion was

pursuant to the occurrence of a qualified financing event. The related embedded derivative liability was extinguished

in connection with the conversion, resulting in a loss on conversion of $1,119 recorded on the consolidated

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

statements of operations and comprehensive income (loss) in the Predecessor period from January 1, 2024 through

October 1, 2024.

Interest expense on the 2025 Notes was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Interest attributable to contractual interest ....................................	$—	$120	$583
Interest attributable to amortization of implied discounts .............	—	231	456
Total interest expense ................................................................	$—	$351	$1,039

The Company has accrued interest of $— and $634 in convertible promissory notes as of December 31, 2024

and 2023, respectively. As of December 31, 2024 and 2023, the unamortized discount was $— and $2,133,

respectively.

WTI Facility

On October 22, 2024, the Company entered into a term loan with WTI Fund X, Inc. and WTI Fund XI, Inc.,

(collectively, “WTI Lenders”). The terms of the loan provides for a term loan facility in the aggregate principal

amount of up to $50,000 (the "WTI Facility"), of which (i) up to $20,000 is made available after October 22, 2024

and through November 15, 2024 (the "First Tranche"); (ii) up to $15,000 is made available after November 1, 2024

and through November 30, 2024 (the "Second Tranche"); and (iii) up to $15,000 will be made available after

December 31, 2024 and through January 31, 2025 (the "Third Tranche") (provided that up to $7,500 of the Third

Tranche will be made available until March 31, 2025), in each case, subject to the satisfaction of certain conditions,

including, with respect to each of the Second Tranche and the Third Tranche, satisfaction of certain financial

conditions and the WTI Lenders’ satisfaction with the Company’s forward-looking plan at such time.

Borrowings under the WTI Facility will accrue interest at a rate per annum equal to the greater of (i) the “prime

rate” of interest, as published by The Wall Street Journal on the date that the WTI Lenders prepare the promissory

notes for the borrowings under such tranche, plus 5% and (ii) 13.50% and will amortize, after an interest-only period

of twelve months in the case of the First Tranche and six months in the case of each of the Second Tranche and the

Third Tranche, in equal monthly installments over a period of thirty months. Obligations are secured by a lien on the

majority of the assets of Innventure LLC and Innventure, Inc.

The Company received all $20,000 of the First Tranche on November 15, 2024. The First Tranche, principal

and interest, shall be repaid over a period of 30 months in equal, monthly installments, commencing after an initial

12-month period of interest-only monthly payments, resulting in a total term of 42 months. The interest rate on the

outstanding principal amounts under the WTI Facility for the Successor period ended December 31, 2024 was

13.50%.

In connection with the WTI Facility, the Company issued WTI Warrants to the WTI Lenders (as further defined

and described in Note 11. Warrants). The Company accounted for each of the WTI Warrants as detachable warrants

at their fair value. The fair value of the WTI Warrants was recorded as a liability and as a discount to the WTI

Facility on the consolidated balance sheets. The Company is amortizing the discount over the term of the WTI

Facility using the straight-line method.

On October 22, 2024, when the Company entered into the WTI Facility, the Company recognized $16,735 as a

commitment fee asset on the consolidated balance sheets. On November 15, 2024, when the Company received the

First Tranche in the amount of $20,000, the prorated portion of the commitment fee asset of $6,694 was reclassified

to a debt issuance cost within Notes payable, net of current portion and began amortizing over the term of the First

Tranche. On November 30, 2024 and December 31, 2024, management determined that the Second and Third

Tranche, respectively, could not be drawn upon due to certain operational thresholds which had not been met for

these Tranches. Therefore, the Company wrote off $5,021 and $5,021, respectively on these dates, to Write-off of

F-29

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

loan commitment fee asset on the consolidated statements of operations and comprehensive income (loss) as the

commitment fee asset could no longer benefit the Company in receiving debt financing capital.

Interest expense on this facility was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Interest attributable to contractual interest ....................................	$352	$—	$—
Interest attributable to amortization of issuance costs ..................	248	—	—
Total interest expense ................................................................	$600	$—	$—

Note 6. Inventories


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Raw materials ...........................................................................................................	$2,974	$—
Work in process ........................................................................................................	50	—
Finished goods ..........................................................................................................	2,154	—
Total inventories .....................................................................................................	$5,178	$—

Note 7. Property, Plant and Equipment


	Successor	Predecessor
	December 31, 2024	December 31, 2023
Leasehold improvements ..........................................................................................	$548	$38
Machinery & equipment ...........................................................................................	664	86
Computers & office equipment ................................................................................	14	19
Construction in progress ...........................................................................................	266	502
Property, Plant and Equipment, Gross ...............................................................	1,492	645
Less: Accumulated depreciation ...............................................................................	(78)	(8)
Property, Plant and Equipment, Net ..................................................................	$1,414	$637

Total depreciation expense on property, plant and equipment was as follows:


	Successor	Predecessor
	Period from October 2, 2024 through December 31, 2024	Period from January 1 2024 through October 1, 2024	Year ended December 31, 2023
Depreciation Expense ....................................................................	$78	$148	$8

Note 8. Business Combinations

As discussed in Note 1. Nature of Business, the Closing of the Business Combination occurred on October 2,

2024 pursuant to the terms of the Business Combination Agreement. Upon Closing, 250,000,000 shares of the

Company’s common stock (“Common Stock”), par value $0.0001 per share, and 25,000,000 shares of the

Company’s preferred stock, par value $0.0001 per share, were authorized. Of the 25,000,000 shares of preferred

stock authorized, the Company designated 3,000,000 shares as Series B preferred stock ("Series B Preferred Stock").

F-30

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

As a result of the Business Combination, (a) each Learn CW Class A ordinary share and Class B ordinary share

issued and outstanding immediately prior to Closing (and not cancelled or redeemed) was converted into the right to

receive one share of Common Stock; (b) each Learn CW public warrant and private placement warrant outstanding

immediately prior to Closing was assumed and converted into a Company warrant ("Warrant"); (c) the Innventure

LLC equity units (other than the Innventure LLC Class PCTA units ("Class PCTA Units") and Class I units ("Class I

Units")) issued and outstanding immediately prior to Closing were converted into the right to receive shares of

Common Stock; and (d) the Class PCTA Units and the Class I Units of Innventure LLC remained outstanding.

The Business Combination has been accounted for using the acquisition method of accounting. Holdco was

determined to be the accounting acquirer as Innventure LLC was determined to be a VIE and Holdco was

determined to be the primary beneficiary. In applying the VIE model, the Class I and Class PCTA Units and

associated assets and liabilities are considered silos within Innventure LLC for which Holdco is not considered the

primary beneficiary; therefore such silos were not acquired and are omitted from the Company’s consolidated

financial statements. Accordingly, the Company recorded all assets acquired and liabilities assumed that Holdco was

determined to be the primary beneficiary of at their acquisition date fair values, with any excess recognized as

goodwill.

Consideration Transferred

The aggregate consideration for the Business Combination (the “Purchase Consideration”) paid to the holders of

Innventure LLC’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the

Class I Units (such holders, the “Innventure Members”), consisted of 43,494,999 shares of Common Stock. A

portion of this Purchase Consideration to be delivered to Innventure Members consists of a contingent right to

receive up to 5,000,000 (the “Company Earnout Shares”) shares of Common Stock. Refer to Note 10. Earnout

Shares for more details on the Company Earnout Shares.

Immediately after giving effect to the Business Combination (including as a result of the conversions described

above), there were 43,589,850 shares of Common Stock and 18,645,997 Warrants issued and outstanding. As of the

Closing, the Innventure Members owned approximately 88.3% of the Company’s outstanding shares of Common

Stock and the former shareholders of Learn CW, including (i) Learn CW's sponsor, CWAM LC Sponsor LLC (the

“Sponsor”) and (ii) Learn CW's independent directors, owned approximately 13.7% of the Company’s outstanding

shares of Common Stock.

The number of shares of Common Stock issued and outstanding at the Closing of the Business Combination

were:


Innventure LLC Units	Immediately Prior to Closing	Common Stock Conversion Ratio	Common Stock Upon Closing
Class B Preferred Units ..................................................................	10,875,000	2.09	22,754,664
Class B-1 Preferred Units ...............................................................	5,609,951	2.09	11,738,165
Class A Units ..................................................................................	342,608	2.09	716,867
Class C Units ..................................................................................	1,570,125	2.09	3,285,303
Total ...............................................................................................	18,397,684		38,494,999

Learn CW Shares
Learn CW Public shareholders ......................................................	1,027,674	1.00	1,027,674
Learn CW Class B Shareholders ....................................................	5,000,000	1.00	5,000,000
Total ...............................................................................................	6,027,674		6,027,674

Less: Learn CW shares subject to clawback provisions .................			(932,823)

Total Common Stock Issued and Outstanding at Closing ........			43,589,850

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The consideration transferred for the Business Combination is summarized as follows:


Holdco Common Stock transferred to Innventure Members(1) .............................................................	$418,441
Contingent consideration(2) ...................................................................................................................	53,980
Consideration transferred .................................................................................................................	472,421
Non-controlling interest(3) .....................................................................................................................	343,030
Total business enterprise value .........................................................................................................	$815,451

__________________

(1)Represents the fair value of the 38,494,999 of aggregate consideration paid in shares (excluding the Company Earnout shares) at a Closing

share price of $10.87.

(2)Represents the fair value of the Company Earnout Shares issued and contingently issuable to Innventure Members. Refer to Note 10.

Earnout Shares for more details.

(3)The non-controlling interest represents the fair value of equity in Accelsius held by non-controlling parties. The fair value is calculated

using a discounted cash flow methodology to determine the Accelsius equity value which is pro rated by the non-controlling ownership

percentage (Level 3). Significant inputs used to measure the fair value of the non-controlling interest include the long-term growth rate of

3%, normalized tax rate of 27.9%, normalized net working capital of 18%, and weighted average cost of capital of 17.6%.

Investing cash flow activity as a result of the Business Combination is summarized as follows:


	Amount
Cash consideration transferred ..............................................................................................................	$—
Add: Cash and cash equivalents acquired .............................................................................................	16
Investing cash flow activity as a result of the Business Combination ............................................	$16

On the Closing Date, Innventure settled certain obligations using cash from the Learn CW trust account that

was released at Closing and financing secured through Series B Preferred Stock. The financing secured through

Series B Preferred Stock is discussed in Note 13. Stockholders' Equity.


	Amount
Cash proceeds from Learn CW trust account .......................................................................................	$11,342
Net cash proceeds from Series B Preferred Stock issuance ..................................................................	10,572
Total Innventure, Inc. cash sources ...................................................................................................	$21,914

Payment of Learn CW accounts payable and accrued expenses ..........................................................	$9,233
Payment of Learn CW promissory note due to Sponsor .......................................................................	4,628
Payment of Innventure LLC transaction costs at Closing ....................................................................	6,206
Total cash uses .....................................................................................................................................	$20,067
Net cash proceeds ................................................................................................................................	$1,847

The Business Combination has been accounted for as a business combination using the acquisition method of

accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and

liabilities assumed based on their respective fair values on the acquisition date.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The purchase consideration was allocated to the following assets and liabilities:


	Amount
Assets acquired:
Cash and cash equivalents ................................................................................................................	$16
Accounts receivable .........................................................................................................................	117
Due from related parties ...................................................................................................................	210
Inventory ..........................................................................................................................................	2,824
Prepaid expenses and other current assets .......................................................................................	1,955
Equity method investments ..............................................................................................................	18,449
Investment in debt securities - AFS .................................................................................................	10,172
Property, plant, and equipment ........................................................................................................	1,227
Intangible assets ...............................................................................................................................	187,500
Other assets ......................................................................................................................................	829
Total assets acquired: ........................................................................................................................	$223,299

Liabilities assumed:
Accounts payable .............................................................................................................................	$6,286
Accrued employee benefits ..............................................................................................................	7,617
Accrued expenses .............................................................................................................................	1,972
Related party payable .......................................................................................................................	13,932
Notes payable ...................................................................................................................................	975
Patent installment payable ................................................................................................................	13,600
Deferred tax liability ........................................................................................................................	30,654
Other liabilities .................................................................................................................................	748
Total liabilities assumed: ...................................................................................................................	$75,784

Net identifiable assets acquired .........................................................................................................	$147,515

Goodwill ...............................................................................................................................................	$667,936

The assessment of fair value is preliminary and is based on information that was available to management and

through the end of the fiscal year. If additional information of events or circumstances that existed at Closing

becomes available to management related to assets acquired or liabilities assumed subsequent to this preliminary

assessment of fair value but not later than one year after Closing, measurement period adjustments will be recorded

in the period in which they are determined, as if they had been completed at the Closing Date.

Goodwill is recognized as the excess of consideration over the net assets acquired of Innventure LLC and

represents the value derived by Innventure LLC’s strong market position and assembled workforce. Goodwill

arising from the Business Combination is attributable to the Company’s Technology segment and is not deductible

for tax purposes.

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The fair value of definite-lived intangible assets as of the Closing Date included:


	Amount
Trade names ..........................................................................................................................................	17,800
Customer relationships ..........................................................................................................................	4,600
Developed technology ..........................................................................................................................	165,100
Total .....................................................................................................................................................	$187,500

Refer to Note 9. Goodwill and Intangible Assets for additional information.

The Predecessor financial statements for the year ended December 31, 2023, include $3,452 transaction costs

from Innventure LLC and for the period from January 1, 2024 to October 1, 2024 include $9,627 of transaction costs

from Innventure LLC. These transaction costs are recorded within General and administrative expenses within the

consolidated statements of operations and comprehensive income (loss). Prior to the Closing Date, Learn CW

incurred $9,233 of transaction costs related to the Business Combination, which are not reported in the Predecessor

consolidated statements of operations and comprehensive income (loss) since Learn CW is not the Predecessor;

these transaction costs are included within Accumulated deficit for the Successor period beginning October 2, 2024.

Innventure LLC contributed revenues of $455 and net loss of $18,333 in the consolidated statements of operations

and comprehensive income (loss) for the Successor period from October 2, 2024 through December 31, 2024.

Innventure LLC incurred certain acquiree expenses contingent solely upon the consummation of the Business

Combination. Such costs consisted of $5,292 in transaction costs and $223 of expense related to share-based award

accelerated vesting. Such costs are presented “on the line” and are not reflected in either Predecessor or Successor

financial statement periods. “On the line” describes those expenses triggered by the consummation of a business

combination that are not recognized in the consolidated statements of operations and comprehensive income (loss)

as they are not directly attributable to either period but instead were contingent on the Business Combination.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information summarizes the results of operations for the Company

as though the Business Combination had occurred as of the beginning of the comparable prior annual reporting

period. The Successor and Predecessor Periods for the year ended December 31, 2024 have been combined. The

unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily

indicative of results of operations that would have been achieved had the Business Combination taken place on the

date indicated, or the future consolidated results of operations of the Company.

The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible

assets acquired, transaction expenses, public warrant reclass from liabilities to equity, removal of Learn CW

investment income, and accelerated vesting of equity-based compensation. The amounts of revenue for the years

ended December 31, 2024 and 2023 are $1,219 and $1,117, respectively. The amounts of net loss for the years

ended December 31, 2024 and 2023 are $105,972 and $74,165, respectively.

Note 9. Goodwill and Intangible Assets

There was no goodwill on the consolidated balance sheets during the Predecessor periods. For the Successor

period from October 2, 2024 through December 31, 2024, there was $667,936 of goodwill recognized in connection

with the Business Combination and no change to this value as of December 31, 2024. Refer to Note 8. Business

Combinations for details.

F-34

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The following table summarizes intangible assets, net:


		December 31, 2024 (Successor)
Intangible Asset	Weighted- Average Amortization Period (years)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
Trade names ........................................................	16.0	17,800	(277)	17,523
Customer relationships ........................................	3.0	4,600	(382)	4,218
Developed technology ........................................	9.1	165,100	(4,718)	160,382
Other finite-lived intangible assets .....................	3.0	30	—	30
Total intangible assets .......................................		$187,530	$(5,377)	$182,153

There were no intangible assets on the consolidated balance sheets during the Predecessor periods; therefore, no

amortization expense was recognized. Amortization expense was $5,377 for the Successor period from October 2,

2024 through December 31, 2024 and is recorded on the consolidated statements of operations and comprehensive

income (loss).

Estimated future amortization expense is as follows:


	Amortization Expense
2025 ......................................................................................................................................................	$21,616
2026 ......................................................................................................................................................	21,616
2027 ......................................................................................................................................................	21,234
2028 ......................................................................................................................................................	20,073
2029 ......................................................................................................................................................	18,853
Thereafter ..............................................................................................................................................	78,761
Total .....................................................................................................................................................	$182,153

Note 10. Earnout Shares

Upon Closing of the Business Combination, 5,000,000 Company Earnout Shares were contingently issuable to

Innventure Members. Additionally, 344,828 earnout shares were issued to the Sponsor who received consideration

in the Business Combination. These shares, referred to as "Sponsor Earnout Shares," are subject to clawback. The

Company Earnout Shares and the Sponsor Earnout Shares are collectively referred to as the “Earnout Shares”.

The Earnout Shares will vest upon the following milestone conditions:

•40% of the Earnout Shares will vest upon Accelsius having entered into binding contracts providing for

revenue for the Company (as defined in the Business Combination Agreement) within 7 years following the

Closing (the “Vesting Period”) in excess of $15,000 in revenue ("Milestone One");

•40% of the Earnout Shares will vest upon the Company’s formation of a new subsidiary, in partnership

with an MNC, as determined using the Innventure LLC's “DownSelect” process, within the Vesting Period

("Milestone Two"); and

•20% of the Earnout Shares will vest upon AeroFlexx having received in excess of $15,000 revenue within

the Vesting Period ("Milestone Three").

The Sponsor Earnout Shares have a vesting provision that occurs upon a change of control event or upon the

occurrence of the VWAP of the shares of Innventure, Inc. Common Stock exceeding $11.50 per share for at least

twenty days in any immediately preceding thirty day period (the "VWAP Completion Event"). These vesting

conditions are not effective on the Company Earnout shares until 6 months following the Business Combination.

F-35

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The Earnout Shares related to Milestone One and Milestone Two were determined to be classified as equity. At

Closing, 4,275,862 equity-classified Earnout Shares were fair valued at $46,350, inclusive of 2,137,931 Milestone

One shares fair valued at $23,175 and 2,137,931 Milestone Two shares fair valued at $23,175 which are presented in

Additional paid-in capital on the consolidated balance sheets.

The Earnout Shares related to Milestone Three are classified as a liability. At Closing, 1,068,966 liability-

classified Earnout Shares were fair valued at $11,352 and subsequently fair valued at $14,752 as of December 31,

2024. The Company recognized a loss of $3,400 in Change in fair value of financial liabilities on the consolidated

statements of operations and comprehensive income (loss) for the Successor period from October 2, 2024 through

December 31, 2024.

Note 11. Warrants


	Number of Public Warrants	Number of Private Warrants	Number of WTI Warrants
Outstanding, October 2, 2024 (Successor) .................................	11,499,997	7,146,000	—
Exercised .......................................................................................	(259,309)	—	—
Issued ..............................................................................................	—	—	2
Outstanding, December 31, 2024 (Successor) ............................	11,240,688	7,146,000	2

There were no warrants outstanding during the Predecessor period from January 1, 2024 through October 1,

2024 nor the Predecessor year ended December 31, 2023.

Public and Private Placement Warrants

Upon the consummation of the Business Combination, 11,499,997 Learn CW public warrants and 7,146,000

private placement warrants outstanding immediately prior to Closing was assumed by the Company and each

converted into Company warrant ("Warrant"). All references to “Class A ordinary shares” of Learn CW in Learn

CW’s prior agreement were amended to shares of Common Stock of the Company. The Warrants will become

exercisable on November 1, 2024 and will expire on October 2, 2029 or earlier upon redemption or liquidation. The

Warrants are exercisable for $11.50 per share.

The private placement warrants are identical to the public warrants, except that the private placement warrants

and the Common Stock issuable upon the exercise of the private placement warrants will not be transferable,

assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited

exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-

redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement

warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement

warrants will be redeemable by Learn CW and exercisable by such holders on the same basis as the public warrants.

Public Warrants

The Company determined the public warrants are equity-classified and are presented as permanent equity on the

consolidated balance sheets. As such, the public warrants are measured at fair value at Closing using the warrant

price at Closing multiplied by the number of public warrants and will not be subsequently re-measured. At Closing,

the fair value of the equity classified public warrants was $1,265 and is presented in the consolidated balance sheets.

See Note 4. Fair Value for details on valuation. The public warrants expire on October 2, 2029. During the

Successor period from October 2, 2024 through December 31, 2024, 259,309 public warrants were exercised. Each

public warrant that was exercised was converted into one share of Common Stock for an exercise price of $11.50,

amounting to a total of $2,982 cash proceeds.

Private Placement Warrants

The private placement warrants are liability classified and are not eligible for an exception from derivative

accounting. The private placement warrants are presented as a current liability on the consolidated balance sheets

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

given their exercisable term, which is 30 days from Closing. The private placement warrants are measured at fair

value based on the price of the public warrants (Level 2 fair value measurement).

As of Closing and December 31, 2024, the fair value of the liability-classified private placement warrants is

$786 and $16,793, respectively, and is presented in the consolidated balance sheets. For the Successor period from

October 2, 2024 through December 31, 2024, the company recognized a loss of $16,007 in Change in fair value of

financial liabilities on the consolidated statements of operations and comprehensive income (loss). There were no

private warrants exercised for the year ended December 31, 2024.


				Successor
				December 31, 2024
	Number of Warrants	Exercise Price	Expiration Date	Balance
Private Warrants ..................................................	7,146,000	$11.50	10/2/2029	$16,793

WTI Warrants

On October 22, 2024, in connection with the WTI Facility, the Company issued warrants (the “WTI Warrants”)

to the WTI Lenders. The WTI Warrants allow the holders to acquire shares of the Company’s Common Stock or any

future equity securities issued by the Company (“Subsequent Round Stock”) for cash, at a purchase price equal to

$0.01 per share. The number of shares acquirable is determined by dividing $10,000 by the applicable exercise

price, which varies depending on the type of stock acquired and certain other conditions.

•If the WTI Lenders choose to exercise the warrants for Common Stock, the exercise price is $10.00 per

share; however, if the volume-weighted average price (VWAP) of the Company's Common Stock is less

than $10.00 per share as of the date which is eighteen months after the Company's Common Stock began

trading, then the exercise price shall be reduced to such lower VWAP.

•If the WTI Lenders choose to exercise the warrants for Subsequent Round Stock, the exercise price shall be

the lowest price per share paid by any person for the Company's equity securities issued in a corresponding

subsequent round.

The WTI Warrants are exercisable at the option of the holders until March 31, 2035, and may be exchanged for

a cash amount of $15,000 (subject to ratable reduction for partial exercises) upon the occurrence of certain liquidity

events or at any time from and after October 22, 2028. The holders also have the right to participate in future equity

or convertible debt offerings up to an aggregate amount of $5,000 or to maintain their pro rata ownership, subject to

customary exclusions.

The WTI Warrants are considered freestanding financial instruments and are recorded at fair value on the

consolidated balance sheets as a warrant liability. The fair value of the WTI Warrants upon issuance was $15,690.

For the period from issuance to December 31, 2024, the Company recognized a loss of $1,540 in Change in fair

value of financial liabilities on the consolidated statements of operations and comprehensive income (loss). See

Note 4. Fair Value for details on the valuation.


				Successor
				December 31, 2024
	Number of Warrants	Exercise Price	Expiration Date	Balance
WTI Warrants .....................................................	2	varies	3/31/2025	$17,230

F-37

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Note 12. Mezzanine Capital

Predecessor period

The redemption of Class PCTA Units or Class I Units is not solely in control of the Company and, as such, both

classes of units are considered redeemable at the option of the holder. The Class PCTA Units are probable of

becoming redeemable and the Class I Units are currently redeemable. As such, these units are accreted to

redemption value at each reporting date.

Valuation

Class PCTA Units are valued on a monthly basis to align with the underlying value of the PCT stock. Changes

in the redemption value (e.g., fair value) are recognized immediately as they occur and the carrying value of the

instrument is adjusted to equal the redemption value at the end of each reporting period. Class I Units are valued on

a quarterly basis based on the underlying fair value of the ESG Fund.

Voting

Class PCTA Units carry the right to hold, vote and dispose of the Company’s investment in the related shares of

PCT common stock. All Class PCTA Units are held by Innventure1 LLC (“Innventure1”). Class I Units carry the

right to hold, vote and dispose of the Company’s partnership interest in the ESG Fund with respect to its General

Partner (“GP”) affiliated commitment. Class I Units are held by WE-INN LLC. The holders of units of any other

class are not permitted to vote on matters specific to the Class PCTA or Class I Units.

Liquidation Preference

Distributions to Class PCTA and Class I Unit holders are based on their ownership percentage of the respective

class.

Redemption

The Company will distribute unencumbered shares of PCT common stock, held in connection with the Class

PCTA Units back to Innventure1, as the original contributing member, and at the election of Innventure1. When this

occurs, Innventure1 is obligated to either invest the after-tax net proceeds into the Company or contribute the shares

of PCT common stock (an in-kind capital contribution) back to the Company in exchange for Class B-1 Preferred

Units. With respect to up to 1,000,000 Class PCTA Units, Innventure1 is obligated to acquire Class B-1 Preferred

Units after the achievement of certain operational milestones at PCT.

The in-kind capital contributions will correspond to the release of the Company’s obligations under a

contractual lock-up agreement related to PCT's common stock and will be equal to the product of the weighted

average per share closing price for one share of PCT common stock for each full trading day during the 30-day

period ending on the date of such transfer and multiplied by 0.8. There is no maximum amount the Company could

be required to pay if the instrument is redeemed.

The Company will distribute the Class I investments held by Innventus ESG Fund I, L.P., to the investor in-kind

at the election of WE-INN LLC. There is no maximum amount that the Company could be required to pay if the

instrument is redeemed.

Note 13. Stockholders' Equity

For periods prior to the Closing, the Predecessor had Class B Preferred Units, Class B-1 Preferred Units, Class

A Units and Class C Units issued and outstanding. In connection with the Business Combination on October 2,

2024, as described in Note 8. Business Combinations, the Successor acquired all membership interests that were in

existence for the Predecessor.

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Series B Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share.

Of which, 3,000,000 of the shares of preferred stock are designated as Series B Preferred Stock. Immediately

following the Business Combination, Innventure issued 1,102,000 of Series B Preferred Stock at a purchase price of

$10.00 per share (the “Original Issue Price”) for a total amount of $11,020.

Series B Preferred Stock are subject to: (i) a mandatory conversion on the date that is five years after original

issuance (the “Maturity Date”); and (ii) an optional conversion, at the election of the holder, at any time prior to the

Maturity Date upon the effectiveness of a registration statement by the Company registering the underlying shares of

Common Stock issuable upon conversion. The number of shares of Common Stock that each holder of Series B

Preferred Stock will receive upon conversion will be the number of Series B Preferred shares multiplied by the

Conversion Rate, subject to a threshold amount. The conversion rate (“Conversion Rate”) will equal a fraction

whose numerator is $10.00 and whose denominator is the lesser of: (i) $12.50 and (ii) the Reset Conversion Price,

where the “Reset Conversion Price” means the greater of: (a) $5.00 and (b) the 10-trading day volume-weighted

average closing price of the Common Stock. Any fractional shares resulting from conversion will be rounded up to

the next whole share.

Holders of Series B Preferred Stock are entitled to cast the number of votes equal to: (i) $10.00, divided by (ii)

the Minimum Price (which shall have the meaning assigned in Nasdaq Listing Rule 5635(d)) of Common Stock as

of the initial issue date of the Series B Preferred Stock. Holders of Series B Preferred Stock will vote with the

holders of Common Stock as a single class and on an as-converted basis, except as provided by law or applicable to

Nasdaq Listing Rules. The voting power of Series B Preferred Stock holders cannot exceed 19.99% of the total

outstanding voting power.

Series B Preferred Stock will rank senior to the Common Stock, which is junior stock when compared to Series

B Preferred Stock. Dividends for Series B Preferred Stock will accrue annually at the rate of 8.0% of the Original

Issue Price of $10.00 per share. All dividends are prior to and in preference over any dividend on any junior stock or

parity stock and shall be declared and fully paid before any dividends are declared and paid, or any other

distributions are made, on any junior stock or parity stock. When dividends are declared by the Company’s board of

directors, dividends will be due and payable annually in arrears as payment in kind on the last day of the last quarter

in each fiscal year. Holders of Series B Preferred Stock are also eligible to receive dividends and distributions

declared on Common Stock, as though their shares were converted into Common Stock, based on the Conversion

Rate, using assets legally available for distribution by the Company. The preferred dividends that became due on

December 31, 2024, were recorded within Obligation to issue equity on the consolidated balance sheets. As of

December 31, 2024, the cumulative dividends on Series B Preferred Stock were $217.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock with a par value of $0.0001 per

share. Holders of the Company’s common stock are entitled to one vote for each share. Immediately following the

Business Combination, there were 43,589,850 shares of Common Stock issued and outstanding as further discussed

in Note 8. Business Combinations. As of December 31, 2024 there were 44,597,154 shares of Common Stock issued

and outstanding due to the issuance of Common Stock, exercise of Public Warrants, the issuance of Common Stock

in relation to the Standby Equity Purchase Agreement, and the vesting of Earnout Shares that occurred prior to year

end.

Standby Equity Purchase Agreement

In October 2023, we entered into the SEPA with YA II PN, LTD., an exempt limited partnership from the

Cayman Islands (“Yorkville”). Concurrently with the Business Combination, this agreement became effective.

Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to

$75,000 of Common Stock, par value $0.0001 per share, at the Company’s request any time during the commitment

period commencing on the Closing and continuing for a term of 3 years (“Purchased Put Option”). As consideration,

Innventure agreed and paid, to YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

of $25 and (ii) a commitment fee of $375. The commitment fee was expensed in full immediately following the

consummation of the Business Combination, according to ASC 815, and recorded within the General and

administrative expense line item in the consolidated statements of operations and comprehensive income (loss) for

the year ended December 31, 2024.

Each advance that Innventure issues in writing to Yorkville under the SEPA (each, an “Advance,” and notice of

such request, and “Advance Notice”) may be in an amount of Common Stock up to the greater of: (i) $10,000 or (ii)

the aggregate daily trading volume of Common Stock for the five trading days prior to Innventure requesting an

Advance. The purchase price for the shares of Common Stock set forth in the Advance is determined by multiplying

the market price of Common Stock by either (a) 95% of the daily volume weighted average price (“VWAP”) during

the applicable one-day pricing period or (b) 97% of the lowest daily VWAP during the applicable three consecutive

trading day pricing period. The applicable pricing period depends on the type of Advance Notice selected by the

Company under the SEPA. Additionally, the Company may establish a minimum acceptable price in each Advance

Notice below which the Company will not be obligated to make any sales to Yorkville. Once the Company draws on

the SEPA, the related number of shares issuable constitutes a forward contract to issue common stock (“Forward

Contract”).

The SEPA will automatically terminate on the earlier to occur of (i) November 01, 2027 and (ii) the date on

which Yorkville shall have made payment of advances pursuant to the SEPA for Common Stock equal to the

commitment amount of $75,000.

On December 24, 2024, the Company issued and sold 60,000 shares of Common Stock in amount of $770,

based on the settlement date closing stock price. Additionally, on December 30, 2024, the Company issued and sold

75,000 shares of Common Stock in an amount of $965.

For the year ended December 31, 2024, the Company sold 135,000 shares of Common Stock under the SEPA,

raising $1,735 which is classified within Issuance of common shares, net of issuance costs in the consolidated

statements of changes in stockholders' equity (deficit).

At Risk Sponsor Shares

In connection with the Business Combination Agreement, the Company entered into the Sponsor Support

Agreement under which 5,000,000 shares were issued to the Sponsor at the Closing, as follows: 2,775,172 Fixed

Shares, 344,828 Sponsor Earnout Shares, and 1,880,000 At Risk Sponsor Shares.

The Fixed Shares issued to the sponsor are not subject to any contingencies or forfeiture provisions. The

Sponsor Earnout Shares are issued until they are deemed forfeited due to non-achievement of the associated

Milestones. See Note 10. Earnout Shares for more discussion on the Sponsor Earnout Shares. The At Risk Sponsor

Shares are issued, but a portion of such shares are subject to forfeiture in case the Company is not able to secure

additional financing based on the calculation within the Sponsor Support Agreement. As per the discussion of

additional financing per the Sponsor Support Agreement, the number of shares subject to forfeiture were calculated

to be 587,995. The rest of the At-Risk Sponsor Shares, 1,292,005, were free from any forfeiture conditions or

contingencies.

When the Company received the First Tranche of the WTI Facility on November 15, 2024, the additional

financing condition was met and all the remaining At-Risk Sponsor Shares were considered non-forfeitable and free

from any contingencies. See Note 5. Borrowings for more discussion over the First Tranche of the WTI Facility.

Similar to the Sponsor Earnout Shares, all the At-Risk Sponsor Shares were entitled to non-forfeitable dividends

or distributions along with other common stockholders of the Company, from their issuance date.

Service Provider Shares

In December 2023, the Company entered into an agreement to receive financial advisory services in exchange

for equity. Upon Closing of the Business Combination, the Company became liable for $441 of Common Stock

divided by the conversion price of $10.87, resulting in 40,552 shares. In connection with the closing of the WTI

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Facility mentioned in Note 5. Borrowings, the Company became liable for $500 worth of Common Stock calculated

as the volume-weighted average price of the Common Stock over the five consecutive trading days ending on the

trading day immediately preceding November 15, 2024, $11.13, for a total of 44,919 shares. The resulting liabilities

for these unissued securities are included within Liability for future equity issuance on the consolidated balance

sheets.

In October 2023, the Company entered into an agreement to receive financial advisory services in exchange for

equity. Upon Closing of the Business Combination, the Company is obligated to pay a success fee in cash in an

amount of $600 and equity success fee in $3,000 of Series C Preferred Stock, par value $0.0001 per share, of the

Company (the “Series C Preferred Stock”) at $10.00 per share. As of December 31, 2024, the Company has no

Series C Preferred Stock outstanding and, therefore, has not yet issued this 300,000 Series C Preferred Stock. The

resulting liabilities for these unissued securities are included within Obligation to issue equity on the consolidated

balance sheets.

Note 14. Stock-based Compensation

Capital Incentive Plan

The Predecessor’s capital incentive plan (the “Capital Incentive Plan”), as amended, permitted the grant of

1,585,125 shares of Class C Units to its employees, directors, and consultants, as designated by the Board of

Directors. Upon Closing of the Business Combination, the vesting of all Innventure LLC unvested Class C Capital

Incentive Plan units was accelerated, resulting in 203,651 units vested and additional compensation expense of $223.

The Class C Capital Incentive Plan units were then immediately exchanged as part of the Business Combination for

Common Stock.

The Company recognized compensation costs related to the Capital Incentive Plan as follows:


	Successor	Predecessor
	Period from October 2, 2024 through December 31, 2024	Period from January 1 2024 through October 1, 2024	Year ended December 31, 2023
Compensation expense ..................................................................	$—	$137	$205

2024 Equity and Incentive Compensation Plan

On October 2, 2024, the Company entered into the 2024 Equity and Incentive Compensation Plan (the “Plan”),

wherein the Company is permitted to grant awards to employees, directors, consultants, and former service providers

of the Company. The Plan provides for the granting of awards including, restricted stock units (“RSUs”), stock

options, and stock appreciation rights (“SARs”). The number of shares of Common Stock available under the Plan is

initially limited to 11,022,894. The share limit will automatically increase by 3% on the first day of each fiscal year,

beginning in 2025, unless a smaller number of shares is determined by the Board of Directors.

On December 9, 2024, the Company granted 975,409 stock options and 2,036,476 restricted stock units

(together the “Awards”) to certain directors, employees and consultants. The Awards vest over the service periods

defined in each individual grant agreement, which is generally accelerated upon a change in control. All RSUs will

be vested by May 1, 2027 and all stock options will be vested by April 30, 2027. The fair value of the Awards issued

to employees is recognized as compensation expense on a straight-line basis over the requisite service period.

Restricted Stock Units

Each RSU represents the right to receive one share of Common Stock upon vesting of such RSU. The fair value

of RSUs is determined based on the closing market price of the Company’s Common Stock at the date of the grant.

If a cash dividend is declared on the Company’s Common Stock before the RSUs have vested, holders of RSUs are

entitled to received dividends in the form of a cash credit, and shall be paid in cash at the same time as the RSUs are

settled.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The summary of RSU activity for the Successor period from October 2, 2024 through December 31, 2024 is as

follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Granted on December 9, 2024 ...................................................................................	2,036,476	$12.20
Vested ........................................................................................................................	131,468	12.20
Forfeited .....................................................................................................................	—	—
Non-vested at December 31, 2024 ............................................................................	1,905,008	$12.20

During the Successor period from October 2, 2024 through December 31, 2024, the Company recognized

compensation costs related to the RSUs of $1,604 within General and administrative expense in the consolidated

statements of operations and comprehensive income (loss). As of December 31, 2024, the Company had $23,241 in

stock-based compensation expense remaining to be recognized over approximately 1.65 years.

Stock Options

The stock options were granted with an exercise price of $12.20, which aligns with the Company’s closing

share price on December 9, 2024. Using the Black-Scholes option pricing model, the estimated grant date fair value

of stock options was $6,468 based on an expected volatility of 56%, an expected option term of approximately 5.28 -

5.62 years, and risk-free rate of return of 4.0 - 4.1%. The stock options have a maximum contractual life, and a

weighted average remaining contractual term, of 10 years from the grant date.

Stock options activity for the Successor period from October 2, 2024 through December 31, 2024 is as follows:


	Number of Shares	Weighted Average Exercise Price	Weighted Average Grant Date Fair Value (per share)
Granted on December 9, 2024 ........................................................	975,409	$12.20	$6.63
Vested .............................................................................................	61,560	12.20	6.63
Exercised ........................................................................................	—	—	—
Forfeited .........................................................................................	—	—	—
Outstanding at December 31, 2024 ................................................	913,849	$12.20	$6.63
Exercisable at December 31, 2024 .................................................	—	—	—

During the Successor period from October 2, 2024 through December 31, 2024, the Company recognized

compensation costs related to the stock options of $405 within General and administrative expense in the

consolidated statements of operations and comprehensive income (loss). As of December 31, 2024, the Company

had $6,063 in compensation expense remaining to be recognized over approximately 1.68 years.

Stock Appreciation Rights

On December 31, 2024 the Company granted 350,000 stock appreciation rights with respect to the equity of

Accelsius Holdings LLC. The SARs were awarded to certain Innventure directors, officers, and former service

providers of the Company and its affiliates (the “Participants”). The SARs entitle the Participants to shares of

Common Stock, or cash, equal to the value of the appreciation in Accelsius’ stock price over the base price of

$12.175. Two Participants, who were considered non-employees, were granted cash-settled SARs and three

Participants were granted stock-settled SARs. The cash-settled SARs are considered liability-classified and the

stock-settled SARs are considered equity-classified

Both the cash-settled SARs and stock-settled SARs will be automatically exercised upon the two-year

anniversary of the date of grant. The weighted average contractual term is 2 years.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The estimated grant date fair value of the cash-settled SARs and the stock-settled SARs was $1,160 and

$12,371, respectively. The SARs were valued using the Black-Scholes option-pricing model based on an expected

volatility of 70%, an expected term of approximately 2 years, and risk-free rate of return of 4%. The SARs are

considered fully vested at the date of grant and compensation cost for both SARs was recognized immediately at the

date of grant. During the Successor period from October 2, 2024 through December 31, 2024, the Company

recorded $13,531 in compensation expense related to the SARs within General and administrative expense in the

consolidated statements of operations and comprehensive income (loss).

The summary of SARs activity for the Successor period from October 2, 2024 through December 31, 2024 is as

follows:


	Cash-settled SARs			Stock-settled SARs
	Number of Shares	Weighted Average Exercise Price	Weighted Average Grant Date Fair Value (per share)	Number of Shares	Weighted Average Exercise Price	Weighted Average Grant Date Fair Value (per share)
Granted on December 9, 2024 ....................................	30,000	$12.18	$38.66	320,000	$12.18	$38.66
Vested ....................................	—	—	—	—	—	—
Exercised ...............................	—	—	—	—	—	—
Forfeited .................................	—	—	—	—	—	—
Outstanding at December 31, 2024 ....................................	30,000	$12.18	$38.66	320,000	$12.18	$38.66
Exercisable at December 31, 2024 ....................................	—	—	—	—	—	—

Subsidiary Equity Plans

Accelsius Subsidiary Equity Plan

Accelsius, a subsidiary of the Company, adopted an equity incentive plan on March 24, 2022 (the “Accelsius

Subsidiary Equity Plan”). In March 2023, the Accelsius Subsidiary Equity Plan was amended to permit the grant of

3,300,000 Class C units of the subsidiary to the subsidiary’s employees, directors, and consultants, as designated by

the Board of Directors. The awards vest over the period defined in each individual grant agreement which is

generally accelerated upon a change of control event. Accelsius has the option to repurchase all vested units upon an

employee’s termination of employment or service.

The summary of Accelsius Subsidiary Equity Plan activity is as follows:


	Successor Period	Predecessor Period
	Period from October 2, 2024 through December 31, 2024	Period from January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Compensation expense ..................................................................	$1,341	$918	$705
Class C units granted .....................................................................	168,500	110,000	365,500
Weighted average grant date fair value per share .........................	$46.38	$4.41	$3.80

__________________

Note: The grant date fair value per share for the year ended December 31, 2023 is an average amount.

The Company recognizes compensation costs within General and administrative, Sales and marketing and

Research and development expense in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2024, the Company had $8,103 in unit-based compensation expense remaining to be recognized

over approximately 2.42 years.

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The grant date fair value was estimated using an Option Pricing Model to allocate the total equity value of

Accelsius to the Class C Units. The total equity value was estimated using the Discounted Cash Flow method and

Management’s projections. The resulting values of Class C Units were then discounted for lack of marketability

(20%).

Series A Issuance

On October, 18 2024, Accelsius issued 16,427 equity classified Series A Preferred Units to an employee of the

Company which was determined to be stock based payment. The grant date fair value of $616 was recognized as

compensation cost (within General and administrative expense in the consolidated statements of operations and

comprehensive income (loss)), immediately at the date of grant as there is no requisite service period or vesting

period. The fair value of the awards was estimated using a Black-Scholes model with a discount for lack of

marketability of 20% applied.

Note 15. Revenues

In 2024, the Company began selling products and services in its technology segment.

The Company provides investment management services to the ESG Fund, a related party, through which it

earns revenue from management fees. Management fee revenue is affected by economic factors related to the asset

class composition of the holdings and the contractual terms such as the basis for calculating the management fees

and investors’ ability to redeem. The Company did not recognize any carried interest allocation during the Successor

period from October 2, 2024 through December 31, 2024, the Predecessor period from January 1, 2024 through

October 1, 2024 and the Predecessor year ended December 31, 2023, as the amounts were probable of significant

reversal given the consideration is highly susceptible to factors outside the Company's influence. Cumulative carried

interest allocation amounts that are subject to restraint and as such are not yet recognized were $11,282 and $5,880

as of December 31, 2024 and 2023, respectively. The Company also provides management services to AeroFlexx,

which do not have a carried interest feature.

The following table represents the breakout of revenue by source:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Product revenue ..............................................................................	$233	$95	$—
Management fees - related party ....................................................	223	669	892
Consulting revenue .........................................................................	—	—	225
Total revenue ..................................................................................	$456	$764	$1,117

The following table represents major customer concentration of revenue:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Customer A - Related Party ............................................................	43.0%	77.0%	70.7%
Customer B - Related Party ............................................................	5.9%	10.6%	9.2%
Customer C .....................................................................................	—%	—%	20.1%
Customer D ....................................................................................	—%	12.4%	—%
Customer E .....................................................................................	48.9%	—%	—%
Total Revenue Concentration of Major Customers .................	97.8%	100.0%	100.0%

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Note 16. Income Taxes

The Company is subject to federal and state income taxes with respect to any income or loss generated as well

as the allocable share of any taxable income or loss of Innventure LLC and other partnership subsidiaries. The

partnership subsidiaries within the consolidated group generally do not pay income taxes in most jurisdictions.

Instead, taxable income or loss of the partnership subsidiaries is passed through to its members, including the

Company. The partnership subsidiaries are liable for income taxes in those states not recognizing its pass-through

status and for certain of its subsidiaries not taxed as pass-through entities. Through Innventure LLC, the Company

acquired ownership interest in various domestic entities taxed as corporations. Where required or allowed, the

corporation subsidiaries file and pay tax in a standalone basis for federal and state income tax purposes. The

Company anticipates this structure to remain in existence for the foreseeable future.

The provision for income taxes was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Current Expense: ........................................................................
Federal ...........................................................................................	—	—	—
State ...............................................................................................	18	—	—
Foreign ..........................................................................................	—	—	—
Total Current Expense ...............................................................	18	—	—

Deferred Expense: .........................................................................
Federal ...........................................................................................	(3,301)	432	—
State ...............................................................................................	—	—	—
Foreign ..........................................................................................	—	—	—
Total Deferred Expense ..............................................................	(3,301)	432	—
Total Expense: ............................................................................	$(3,282)	$432	$—

A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) was as follows:


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Pre-tax book loss ...........................................................................	$(73,375)	$(27,766)	$(30,984)
Income taxes at federal statutory rate ............................................	(15,405)	—	—
State taxes, net of federal benefit ..................................................	(1,801)	—	—
Tax on pre-tax earnings of corporate subsidiaries ........................	—	(3,022)	(2,229)
Warrant liability ............................................................................	3,685	—	—
Non-deductible expenses ..............................................................	6	6	631
Change in earnout fair value .........................................................	(714)	—	—
Other permanent differences .........................................................	(423)	—	(4)
Change in valuation allowance .....................................................	11,664	3,448	1,602
R&D credit ....................................................................................	(294)	—	—
Total provision (benefit) for income taxes ..............................	$(3,282)	$432	$—

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

Entities within the consolidated group that are considered a corporation for federal income tax purposes,

recognize deferred income tax assets and liabilities for the future tax consequences attributable to temporary

differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax

bases using currently enacted tax rates in effect for the year in which the differences are expected to reverse.

Significant components of deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows:


	December 31, 2024	December 31, 2023
Deferred Tax Assets:
Deferred lease liabilities ............................................................................................	$138	$189
Capitalized R&D expense .........................................................................................	2,562	766
Fixed assets and intangibles ......................................................................................	3,113	3,614
Reserves and other accruals .......................................................................................	4,873	178
Loss carry-forwards and other tax attributes .............................................................	15,682	1,663
Total Deferred Tax Assets .......................................................................................	26,368	6,410
Less: Valuation allowance .........................................................................................	(11,664)	(5,910)
Net Deferred Tax Assets ........................................................................................	$14,704	$500

Deferred Tax Liabilities:
Amortization ..............................................................................................................	$(38,443)	$(323)
Investment in Partnerships .........................................................................................	(3,505)	—
Right of use assets .....................................................................................................	(109)	(177)
Total Deferred Tax Liabilities .................................................................................	(42,057)	(500)
Net Deferred Tax Liabilities ....................................................................................	$(27,353)	$—

Deferred tax assets are regularly reviewed for recoverability and a valuation allowance is provided when it is

more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of

deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences

become deductible. In assessing the need for a valuation allowance, management considers all available positive and

negative evidence, including the ability to carryback operating losses to prior periods and the expected future

utilization of net operating loss carryforwards, the reversal of deferred tax liabilities, projected taxable income, and

tax-planning strategies.

Valuation allowances are established when it is more likely than not that all or a portion of a deferred tax asset

will not be realized. The valuation allowance on deferred tax assets was $11,664 as of December 31, 2024 and

$5,910 as of December 31, 2023, resulting in a net change of $5,754. The increase in valuation allowance of

$15,115 during the period mainly relates to U.S. federal and state operating loss carryforwards and equity based

compensation deferred tax assets that were deemed unrealizable. During this period, Accelsius recognized

significant deferred tax liabilities from acquired intangible assets as part of the Business Combination. The deferred

tax liability provided a new source of income to realize the existing deferred tax assets, which provided enough

positive evidence to release the valuation allowance of $9,361. The Company and the remaining corporate

subsidiaries maintained the valuation allowance as the entities have been in a pre-tax loss position, with insufficient

projected taxable income (exclusive of reversing taxable temporary differences) to recognize the benefit of net

deferred tax assets as of the end of the year.

As of December 31, 2024, the taxable entity had net operating loss carryforwards for income tax purposes of

approximately $62,653 related to federal taxes, all of which may be carried forward indefinitely. The Company and

certain subsidiaries also have state net operating loss (“NOL”) carryforwards in the amount of $39,262. The state

NOL carryforwards begin to expire in 2038, however, some state NOL’s are able to be carried forward indefinitely.

As of December 31, 2024 and 2023, the Company had no material unrecognized income tax benefits or

uncertain tax positions. Also, we do not expect to incur interest charges or penalties related to our tax positions, but

F-46

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

if such charges or penalties are incurred, our policy is to account for interest charges as interest expense and

penalties as tax expense in the consolidated statements of operations.

As of December 31, 2024, tax years 2022 through 2024 remain open and subject to examination by the Internal

Revenue Service and the states where the Company has nexus.

Note 17. Net Loss Per Share

The Company follows the two-class method when computing net loss per common share when shares are issued

that meet the definition of participating securities. The two-class method requires income available to common

shareholders for the period to be allocated between common shares and participating securities based upon their

respective rights to receive dividends as if all income for the period had been distributed. The two-class method also

requires losses for the period to be allocated between common shares and participating securities based on their

respective rights if the participating security contractually participates in losses. As holders of Series B preferred

shares and WTI warrants, which are determined to be participating securities, do not have a contractual obligation to

fund losses, undistributed net losses are not allocated to them for purposes of the loss per share calculation.

Given the historical structure of the Predecessor, the Company determined that the calculation of earnings per

membership unit results in values that are not a valuable metric to users of these consolidated financial statements.

Therefore, earnings per share (“EPS”) information is omitted for the Predecessor periods.

Presented in the table below is a reconciliation of the numerator and denominator for the EPS calculations for

the Successor period from October 2, 2024 through December 31, 2024:


	Successor
	October 2, 2024 through December 31, 2024
Numerator:
Net loss attributable to Innventure, Inc. shareholders .......................................................................	$(61,754)
Less: Cumulative earnings to participating securities ..................................................................	217
Undistributed loss for participating securities ................................................................................	(61,971)
Less: Undistributed loss attributable to participating securities	—
Net Loss attributable to common shareholders, basic and diluted ............................................	$(61,971)

Denominator:
Weighted average number of units outstanding, basic and diluted ..............................................	43,951
Net loss per share attributable to common shareholders, basic and diluted ...........................	$(1.41)

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential

common stock outstanding would have been anti-dilutive.

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Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The following table presents the potential common stock outstanding that was excluded from the computation

of diluted net loss per share of common stock for the periods presented because including them would have been

antidilutive:


	Successor
	December 31, 2024
Public warrants ......................................................................................................................................	11,500,000
Private placement warrants ...................................................................................................................	7,146,000
WTI warrants ........................................................................................................................................	1,000,000
Series B preferred shares ......................................................................................................................	1,011,869
Share options .........................................................................................................................................	975,409
RSUs .....................................................................................................................................................	2,036,476
SARs .....................................................................................................................................................	320,000

Note 18. Related Party Transactions

As more fully described in Note 5. Borrowings, the Company has various notes with affiliates, including short-

term notes with three separate related parties. In addition, the Company had a convertible note to the ESG Fund as

part of the 2025 Notes which was converted during the Predecessor period from January 1, 2024 through October 1,

2024.

Transactions with Directors

As more fully described in Note 14. Stock-based Compensation, the Company issued various equity awards to

related parties throughout 2024. On December 9, 2024, the Company issued 1,246,722 RSUs with a grant date fair

value of $15,210, and 590,163 stock options with a grant date fair value of $3,913 to a cumulative of 8 directors. On

December 31, 2024, the Company issued 200,000 SARs with a grant date fair value of $7,820 to 4 directors and

former directors. On March 22, 2024, the Company issued 100,000 Class C Units with a grant date fair value of

$441 to 1 director under the Accelsius Subsidiary Equity Plan.

Transactions with Innventure1

In 2022, Innventure1 assigned its ownership interest in a portion of the Company’s PCT common stock to

investors who are considered related parties of Innventure1 and the Company. The related party liability established

in connection with this assignment was revalued to $53 on December 31, 2023. The change in value was included in

Net gain on investments - due to related parties in the consolidated statements of operations and comprehensive

income (loss).

Transactions with the ESG Fund

In the normal course of business, the Company advances certain expenses on behalf of the ESG Fund. Certain

expenses paid by the Company, which meet certain criteria, are reimbursed to the Company by the ESG Fund.

Amounts paid by the Company and reimbursable by the ESG Fund were $105 for the Successor period from

October 2, 2024 through December 31, 2024, and $50 for the Predecessor period from January 1, 2024 through

October 1, 2024, and $48 for the Predecessor year ended December 31, 2023. There was a receivable of $64 and $2

as of December 31, 2024 and 2023, respectively, related to those expenses included in Due from related parties in

the consolidated balance sheets.

As more fully described in Note 2. Accounting Policies, the Company earns a 1-2% management fee for

administrative, finance and accounting, and other back-office functions from the ESG Fund. Management fees

earned from the ESG Fund were $196 for the Successor period from October 2, 2024 through December 31, 2024,

and $588 for the Predecessor period from January 1, 2024 through October 1, 2024. Management fees earned from

the ESG Fund totaled $789 for the Predecessor year ended December 31, 2023, which is recorded as Revenue in the

consolidated statements of operations and comprehensive income (loss).

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Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

In March 2021, the Company entered into a purchase option agreement with the ESG Fund to sell 145,161

shares of PCT common stock with an exercise price of $1. The option period would have expired on July 22, 2024

and the Company measured the derivative liability at fair value, as further described in Note 4. Fair Value. The

option was exercised in March 2022 and the shares are subject to the lock-up provisions. The liability due to the

ESG Fund as of December 31, 2023 was $294 and is included in Related party payables in the consolidated balance

sheets.

In 2023, the Company sold 23,712 of Accelsius Class A Series 2 Units to the ESG Fund for aggregate proceeds

of approximately $104. This amount is reflected in Non-controlling interests in the consolidated statements of

changes in stockholders' equity (deficit).

Transactions with AeroFlexx

The Company’s related party transactions with AeroFlexx are described in Note 3. Investments. Additionally,

in the normal course of business, the Company advances certain expenses on behalf of AeroFlexx. Amounts paid by

the Company and reimbursable by AeroFlexx were $27 for the Successor period from October 2, 2024 through

December 31, 2024, and $84 for the Predecessor period from January 1, 2024 through October 1, 2024, and $116 for

the Predecessor year ended December 31, 2023. There was a receivable of $97 and $— as of December 31, 2024

and 2023, respectively, related to those expenses included in Due from related parties in the consolidated balance

sheets.

Note 19. Commitments and Contingencies

PCT Guaranty

On April 22, 2020, the Company entered into a guaranty with a counterparty to unconditionally guarantee

PCT’s obligation to reimburse a $5,000 pre-payment upon PCT’s failure to meet certain performance thresholds.

Performance thresholds include the commission and construction of a plant. The guaranty has no expiration. The

total amount paid by the Company under the guaranty is $0 and total interest paid is $0. As of December 31, 2024

and 2023, there was no principal outstanding under the guaranty.

Patent Agreement Contingent Fees

In 2022, the Company entered into two agreements with an MNC to purchase in-process research and

development consisting of patents, technology, and knowledge transfer related to cooling technology for critical

electronic equipment in a transaction that was determined to be an asset acquisition.

Under the terms of the agreements, the Company is required to make minimum installment payments, as

disclosed below, for each year of the agreement through February 1, 2040. Each installment payment shall be

credited towards and set off against any royalty payments (described below) which may become due. As such, these

installment payments serve as minimum amounts due to the MNC each calendar year.

Minimum royalties included in Patent installment payables on the consolidated balance sheets are due as

follows:


Years Ending December 31,		Amount
2025 .....................................................................................................................................................		$1,225
2026 .....................................................................................................................................................		825
2027 .....................................................................................................................................................		825
2028 .....................................................................................................................................................		825
2029 .....................................................................................................................................................		825
Thereafter .............................................................................................................................................		9,075
Total ....................................................................................................................................................		$13,600

F-49

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The Company is committed to make royalty payments on direct revenue generated from the subject technology

and indirect revenue generated including additional incentives based on the volume of units sold at percentage rates

in the single digits to mid-teens as defined within the respective agreement. Each year the Company will pay such

royalties at the higher of: (i) the minimum amount due (noted in the table above) and (ii) the royalty calculated

amount based on revenue and units sold.

License and Royalty Commitments

On December 12, 2024, the Company entered into a license agreement (the “Technology License”) with a third

party to obtain exclusive rights to use certain know-how, patents, and data relating to processes for the gasification

of plastic waste (the “Technology”). Ownership of the Technology will transfer to the Company for a fee of $500

contingent upon achievement of a commercial milestone, which is not yet probable.

The Company incurred a nonrefundable upfront fee of $500 under the Technology License, which is

immediately expensed as incurred on December 12, 2024 and presented as an expense in the consolidated statements

of operations and comprehensive income (loss) for the period ended December 31, 2024. Additionally, the Company

committed to pay a semi-annual fee of $65 until ownership transfers or the Technology is no longer licensed, which

is accrued on a monthly basis. During the Successor period from October 2, 2024 through December 31, 2024, $11

was recognized within General and administrative expense in the consolidated statements of operations and

comprehensive income (loss).

Under the Technology License, the Company is committed to pay annual royalties based on Refinity related

gross sales and licensing revenue starting in 2025. As of December 31, 2024, no royalty payments were made to the

third party.

Note 20. Business Segment Data

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company.

The CODM makes operating decisions, allocates resources and assesses performance based on review of historical

and potential future product sales, operating expenses, and net income (loss).

Based on the information utilized by the CODM to operate the Company, there is one operating segment and

reportable segment, Technology. The Technology segment includes the business activities of Accelsius, a

consolidated subsidiary focused on development and manufacture of data center cooling products. Other

components of the Company’s consolidated information primarily include operations relating to the original

platform business, service activities, Refinity, and equity method investment activities (“Other”).

The following table presents information about the Company’s Technology segment for the Successor period

from October 2, 2024 through December 31, 2024, the Predecessor period from January 1, 2024 through October 1,

2024, and for the Predecessor year ended December 31, 2023. The information includes the significant expense

categories and amounts regularly provided to the CODM for the reportable segment, which may reflect a different

presentation than amounts presented elsewhere in the consolidated financial statements. Inter-segment transactions

F-50

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

are not eliminated from segment results when management considers those transactions in assessing the results of

the Technology segment.


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Revenue from external customers .............................................	$233	$95	$—
Interest income ..............................................................................	—	7	14

Cost of sales ..................................................................................	$3,752	$777	$—
Employee costs ............................................................................	3,933	8,076	6,849
Facilities, equipment & supplies .................................................	121	581	499
General and administrative ...........................................................	751	398	296
Outside services ...........................................................................	390	842	844
Research and development ............................................................	3,224	2,711	1,443
Sales and marketing ......................................................................	193	442	288
Depreciation expense * .................................................................	6	99	8
Interest expense .............................................................................	90	564	1,039
Income tax expense (benefit) ........................................................	(3,637)	432	—
Other ** .........................................................................................	168	1,832	(635)
Total Expenses .............................................................................	$8,991	$16,754	$10,631

Net Loss ........................................................................................	$(8,758)	$(16,652)	$(10,617)

__________________

*Represents depreciation not already included in Cost of sales.

** Other - change in fair value of financial liabilities, loss on conversion of promissory notes, travel and other miscellaneous expenses.

F-51

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The following table reconciles the reportable segment to amounts reflected in our consolidated financial

statements.


	Successor	Predecessor
	October 2, 2024 through December 31, 2024	January 1, 2024 through October 1, 2024	Year ended December 31, 2023
Revenues:
Technology ....................................................................................	$233	$95	$—
Other ..............................................................................................	250	750	1,198
Elimination of management services provided to Technology .....	(27)	(81)	(81)
Consolidated Revenues ...............................................................	$456	$764	$1,117

Interest Expense:
Technology ....................................................................................	$90	$564	$1,039
Other ..............................................................................................	1,240	1,069	328
Consolidated Interest Expense ...................................................	$1,330	$1,633	$1,367

Interest Income:
Technology ....................................................................................	$—	$7	$14
Other ..............................................................................................	198	326	129
Consolidated Interest Income ....................................................	$198	$333	$143

Depreciation and Amortization Expense:
Technology ....................................................................................	$5,455	$146	$8
Other ..............................................................................................	—	—	—
Consolidated Depreciation and Amortization Expense ...........	$5,455	$146	$8

Net Loss:
Technology ....................................................................................	$(8,758)	$(16,652)	$(10,617)
Other ..............................................................................................	(61,335)	(11,546)	(20,367)
Consolidated Net Loss ................................................................	$(70,093)	$(28,198)	$(30,984)

Capital Expenditures:
Technology ....................................................................................	$266	$736	$645
Other ..............................................................................................	—	—	—
Consolidated Capital Expenditures ...........................................	$266	$736	$645

All long-lived assets are located entirely in the United States of America (USA). Segment assets are not

reviewed by the CODM and therefore are not disclosed.

Note 21. Subsequent Events

In connection with the preparation of the consolidated financial statements and related disclosures for the period

ended December 31, 2024, management has evaluated events through April 14, 2025, which is the date the

consolidated financial statements were available to be issued. Events occurring after December 31, 2024 are:

F-52

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

The Company sold 422,999 of Accelsius Series A Units for aggregate proceeds of approximately $5,150. This

amount will be reflected in non-controlling interests in the consolidated statements of changes in stockholders'

equity (deficit) in future periods.

As part of the term loan agreement with AeroFlexx, AeroFlexx did not raise equity financing up to the target

amount by January 1, 2025 as discussed in Note 3. Investments. Therefore, on January 2, 2025, $7,250 of

outstanding principal and accrued interest was subject to mandatory conversion. Using the price per unit of $6.83,

the Company obtained 1,060,747 Class D preferred units through the mandatory conversion. Based on the increase

of Class D preferred units, the Company’s updated ownership percentage in AeroFlexx is 38%.

On January 7, 2025, the VWAP Completion Event, as discussed in Note 10. Earnout Shares, occurred and

344,828 Sponsor Earnout Shares vested and were no longer subject to contingencies.

As part of the Company’s SEPA with Yorkville, on January 7, 2025, the Company sold 50,000 shares of

Common Stock to Yorkville for aggregate proceeds of approximately $633. On January 22, 2025, the Company

issued and sold 4,617 Common Shares for aggregate proceeds of approximately $57. On January 30, 2025, the

Company issued and sold 19,376 Common Shares for aggregate proceeds of approximately $235. The remaining

shares that could be sold to Yorkville are 4,209,314.

The Board determined that as of January 8, 2025, the creation of Refinity, a consolidated subsidiary of the

Company, satisfied the vesting condition applicable to Milestone 2 of the Company Earnout Shares. As such,

2,000,000 shares of common stock were issued on February 4, 2025 as a result of the satisfaction of the Milestone.

On January 22, 2025, Refinity entered into a framework agreement with a third party for research services

focusing on the further development and optimization of licensed technology, as well as the enhancement and

improvement of plastic recycling through pyrolysis. As part of this agreement, Refinity has agreed to pay a

minimum fee of €5,000 during the period beginning May 1, 2025, and ending April 30, 2027, with the stipulation

that €2,000 be paid in the first 12-month period and €3,000 in the second 12-month period.

On February 1, 2025, the Company entered into a consulting agreement with a third party for services in respect

of public relations and investor communications. The agreement includes monthly compensation of 2,500 shares of

the Company's common stock issued each month services are provided. The initial term of the agreement is for one

year and may be terminated by either party upon seven days’ notice.

On February 3, 2025, and February 27, 2025, two of the Company’s Series 1 Promissory Notes, discussed in

Note 5. Borrowings, matured in an aggregate amount of $300 and were paid as they became due.

On February 3, 2025, the Company issued 85,471 shares of Common Stock for financial advisory and

investment banking services rendered.

On February 26, 2025, the Company entered into two Nonqualified Stock Option Agreements, which granted

140,000 nonqualified option rights (the “Option”) to two individuals, pursuant to the terms of the Plan. According to

the Nonqualified Stock Option Agreements, and subject to the terms and conditions of the Nonqualified Stock

Option Agreements and the Plan, upon vesting of the Options, the holders will have the option to purchase Common

Stock of the Company, at an exercise price of $8.84 per share (which is equal to the Fair Market Value of the stock

on the grant date). The Options have a term of ten years and will vest and become exercisable with respect to 25% of

the shares of Common Stock underlying the Option on February 26, 2026 and 75% of the shares of Common Stock

underlying the Option in eight substantially equal installments on each three-month anniversary thereafter.

On March 19, 2025, the Company distributed 21,808 shares of Series B Preferred Stock to represent $218 in

cumulative dividends for Series B Preferred Stock, covering the period from the initial issue date, as defined in the

Certificate of Designation, to December 31, 2024, as a payment in kind at the specified rate. This action follows the

terms outlined in the Certificate of Designation dated October 2, 2024, with a record date for the dividend set for

March 5, 2025. Approved by the Board of Directors, this dividend payment is in accordance with the Investment

Agreement dated September 27, 2024.

F-53

Table of Contents

Innventure, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except share or per share data)

On March 20, 2025, the Company converted and repaid the $14,000 aggregate principal of Related party notes,

as discussed in Note 5. Borrowings. The Company issued 1,732,554 of Series C Preferred Stock and paid $375 to

the respective parties to settle the Related party notes. Additionally, the Company issued 578,294 of Series C

Preferred Stock to settle outstanding debt for AeroFlexx.

On March 24, 2025, the Company entered into the Series C Purchase Agreements with certain purchasers (the

“Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of up to

275,000 shares of Series C Preferred Stock in a private placement, at a price of $10.00 per share of Series C

Preferred Stock, resulting in an aggregate purchase price of approximately $2,750 before deducting fees and other

estimated offering expenses. These shares are issued with an 8.0% annual cumulative dividend, a mandatory

conversion to Common Stock five years after issuance, and an optional conversion, at the election of the holder, at

any time prior to the Maturity Date upon the effectiveness of a registration statement by the Company registering the

underlying shares of Common Stock issuable upon conversion. In connection with the Series C Purchase

Agreements, the Company received an aggregate amount of $1,500 in advanced funds. In consideration of these

funds, the Company issued 150,000 shares of Series C Preferred Stock to the respective parties.

On March 24, 2025, the Company issued an aggregate of 300,000 shares of Series C Preferred Stock for

financial advisory and merchant banking services rendered.

On March 25, 2025, the Company entered into a securities purchase agreement related to the issuance and sale

of convertible debentures (“Convertible Debentures”) with an aggregate principal amount of up to $30,000. These

Convertible Debentures will be convertible into shares of the Company’s Common Stock (as converted, the

“Conversion Shares”). On the first business day after certain closing conditions are met, including the timely filing

of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company will issue

$20,000 in aggregate principal amount of Convertible Debentures (the “First Closing Date”). Additionally, the

Company will issue an additional $10,000 in aggregate principal amount of Convertible Debentures after both (i) the

registration statement filed with the SEC registering the resale of the Conversion Shares is declared effective by the

SEC, and (ii) the Company receives stockholder approval. The Convertible Debentures will not bear interest unless

an event of default occurs, in which case they will bear interest at an annual rate of 18%. They will mature 15

months after the First Closing Date and can be converted into shares of the Company’s Common Stock at a

conversion price to be determined. These Convertible Debentures were issued at an original issue discount of 10%.

In connection with this agreement, the Company agreed to issue warrants to purchase up to 300,000 shares of

Common Stock to the WTI Lenders. These warrants serve as consideration for the WTI Lenders’ consent to the

transaction. The warrants have an exercise price of $0.01 per share and are exercisable until March 31, 2035, with

additional customary rights and protections.

II-1

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with this registration statement. All of such expenses

are estimates, other than the filing fees payable to the SEC.


	Amount to be paid
SEC registration fee ..............................................................................................................................	$8,275.16
Accounting fees and expenses ...............................................................................................................	$	(1)
Legal fees and expenses ........................................................................................................................	$	(1)
Printing and miscellaneous expenses ....................................................................................................	$	(1)
Total ......................................................................................................................................................	$	(1)

__________________

(1)Fees and expenses (other than the SEC registration fee to be paid upon the filing of this registration statement) will depend on the number

and nature of any offerings of securities made pursuant to this registration statement, and cannot be estimated at this time. An estimate of

the aggregate expenses in connection with the distribution of securities being offered will be included in any applicable prospectus

supplement.

Item 14. Indemnification of Directors and Officers

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a

party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he

or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the

corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other

enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually

and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good

faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation

and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was

unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a

party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of

the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent

of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of

another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)

actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if

he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best

interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter

as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the

Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all

of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses that the

Court of Chancery or other adjudicating court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on

behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at

the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any

such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to

indemnify the person against such liability under Section 145 of the DGCL.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of

directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL,

as so amended.

II-2

Delaware law and the A&R Certificate of Incorporation provide that we will, in certain situations, indemnify

our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by

law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or

reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final

disposition of the proceeding.

In addition, we have entered into separate indemnification agreements with our directors and officers. These

agreements, among other things, require us to indemnify our directors and officers for certain expenses, including

attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or

proceeding arising out of their services as one of our directors or officers or any other company or enterprise to

which the person provides services at its request.

We also maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are

insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in

the A&R Certificate of Incorporation and these indemnification agreements are necessary to attract and retain

qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers,

or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the

Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

Series B Preferred Stock

On September 24, 2024, the Company entered into an investment agreement with Commonwealth Asset

Management LP (together with its assignee, “CWAM LP”), pursuant to which the Company sold CWAM LP an

aggregate of 750,000 shares of Innventure’s Series B Preferred Stock, in a private placement, at a price of $10.00

per share of Series B Preferred Stock, resulting in an aggregate purchase price of approximately $7.5 million before

deducting fees and other estimated offering expenses, which sale closed on October 2, 2024. CWAM LP is an

affiliate of the Sponsor.

On September 27, 2024, the Company entered into an investment agreement, substantially in the same form as

the investment agreement entered into with CWAM LP (collectively, the “Series B Investment Agreements”), with

certain purchasers (together with CWAM LP, the “Series B Investors”), pursuant to which the Company agreed to

issue and sell to such purchasers an aggregate of 352,000 shares of Series B Preferred Stock in a private placement,

at a price of $10.00 per share of Series B Preferred Stock (together with the financing with CWAM LP, the ”Series

B Preferred Stock Financing”). The Series B Preferred Stock Financing closed concurrently with the consummation

of the Business Combination and Innventure sold, in total, 1,102,000 shares of Series B Preferred Stock providing

Innventure with approximately $11.0 million of gross proceeds before deducting fees and other estimated offering

expenses.

Issuance to Roth

On October 31, 2024, pursuant to a letter agreement between Innventure LLC and Roth Capital Partners LLC

(“Roth”), dated July 8, 2024, the Company issued to Roth 25,000 shares of Common Stock in settlement of

$250,000 of transaction costs incurred by the Company and its affiliates for certain capital markets advisory

services.

Issuance to Pursuant to the SEPA

On December 24, 2024, the Company issued Yorkville 60,000 shares of Common Stock at an effective price of

$12.83 per share; on December 30, 2024, the Company issued Yorkville 75,000 shares of Common Stock at an

effective price of $12.86 per share; on January 8, 2025, the Company issued Yorkville 50,000 shares of Common

Stock at an effective price of $12.85 per share; on January 23, 2025, the Company issued Yorkville 4,617 shares of

II-3

Common Stock at an effective price of $12.37 per share; and on January 31, 2025, the Company issued Yorkville

19,376 shares of Common Stock at an effective price of $11.93 per share, each pursuant to the terms of the SEPA.

Issuance to Ducera

On February 3, 2025, the Company issued to Ducera 85,471 shares of Common Stock pursuant to the terms of

an engagement letter under which Ducera performed certain financial advisory and investment banking services to

Innventure LLC. Such engagement letter was amended to include the Company on December 23, 2024.

Series C Preferred Stock

On the Series C Closing Date, the Company entered into the Series C Purchase Agreements with the Series C

Purchasers, pursuant to which the Company agreed to issue and sell to the Series C Purchasers an aggregate of up to

275,000 shares of the Series C Preferred Stock, in a private placement, at a price of $10.00 per share of Series C

Preferred Stock, resulting in an aggregate purchase price of approximately $2,750,000 before deducting fees and

other estimated offering expenses. The Series C Preferred Stock Financing closed on the Series C Closing Date.

On May 2, 2024, Innventure LLC and Mike Otworth entered into the Otworth Promissory Note pursuant to

which Innventure LLC agreed to pay Mr. Otworth the principal and interest in accordance the terms and conditions

set forth therein.

On October 1, 2024, Innventure LLC and Dr. John Scott entered into the Scott Bridge Note pursuant to which

Innventure LLC agreed to pay Dr. Scott the principal and interest in accordance the terms and conditions set forth

therein.

On February 9, 2023, AeroFlexx and Auto Now, of which James Donnally, a director of the Company, serves as

a director, entered into the Loan Agreement pursuant to which AeroFlexx agreed to pay Auto Now the principal and

interest in accordance the terms and conditions set forth therein (the “Auto Now Loan”).

On October 1, 2024, Innventure LLC and the Glockner Lender (collectively with Mr. Otworth, Dr. Scott, Auto

Now and each of their respective affiliates, the “Lenders”) entered into the Glockner Bridge Note and, together with

the Otworth Promissory Note, the Scott Bridge Note, and the Auto Now Loan, the “Related Party Loans”) pursuant

to which Innventure LLC agreed to pay the Glockner Lender the principal and interest in accordance with the terms

and conditions set forth therein.

On the Series C Closing Date, each of the Lenders terminated their respective Related Party Loans in exchange

for (i) in the case of the Otworth Promissory Note, 114,161 shares of Series C Preferred Stock and a cash payment

of $180,042, (ii) in the case of the Scott Bridge Note, 226,334 shares of Series C Preferred Stock and a cash

payment of $194,507, (iii) in the case of the Auto Now Loan, 578,294 shares of Series C Preferred Stock, and (iv) in

the case of the Glockner Bridge Note, 1,392,059 shares of Series C Preferred Stock.

Issuance to Grail Partners

On March 24, 2025, the Company issued to affiliates of Grail Partners LLC an aggregate of 300,000 shares of

Series C Preferred Stock in settlement of amounts owed pursuant to the terms of a letter agreement under which

Grail Partners LLC would provide certain financial advisory and merchant banking services.

Issuance of Convertible Debentures and the Conversion Shares

On March 25, 2025, the Company entered into the Securities Purchase Agreement with Yorkville in connection

with the issuance and sale by the Company of the Convertible Debentures issuable in an aggregate principal amount

of up to $30,000,000, which Convertible Debentures will be convertible into Conversion Shares. Pursuant to the

Securities Purchase Agreement, Yorkville purchased, and the Company issued, $20,000,000 in aggregate principal

amount of Convertible Debentures on April 14, 2025.

II-8


Exhibit Number		Description of Exhibits

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
107*		Filing Fee Table

__________________

*Filed herewith

** Certain identified information has been excluded from this exhibit pursuant to Rule 601(b)(10) of Regulation S-K because it is both (i) not

material and (ii) is the type of information that the registrant treats as private or confidential.

†The Registrant respectfully submits that it has filed a Confidential Treatment Request with the Commission with respect to this exhibit.

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a

copy of any omitted schedule or exhibit to the SEC upon request.

^ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Innventure, Inc. agrees to furnish a copy of any omitted

schedule to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

(b)Financial Statement Schedules

None.

Item 17. Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this

registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration

statement (or the most recent post- effective amendment thereof) which, individually or in the

aggregate, represent a fundamental change in the information set forth in the registration

statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered

(if the total dollar value of securities offered would not exceed that which was registered) and any

deviation from the low or high end of the estimated maximum offering range may be reflected in

the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

changes in volume and price represent no more than 20 percent change in the maximum aggregate

offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration

statement.

(iii)To include any material information with respect to the plan of distribution not previously

disclosed in the registration statement or any material change to such information in the

registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-

effective amendment shall be deemed to be a new registration statement relating to the securities

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona

fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being

registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each

prospectus filed pursuant to Rule 424(b):

(i)shall be deemed to be part of the registration statement as of the date the filed prospectus was

deemed part of and included in the registration statement; and

II-9

(ii)other than registration statements relying on Rule 430B or other than prospectuses filed in reliance

on Rule 430A, shall be deemed to be part of and included in the registration statement as of the

date it is first used after effectiveness. Provided, however, that no statement made in a registration

statement or prospectus that is part of the registration statement or made in a document

incorporated or deemed incorporated by reference into the registration statement or prospectus that

is part of the registration statement will, as to a purchaser with a time of contract of sale prior to

such first use, supersede or modify any statement that was made in the registration statement or

prospectus that was part of the registration statement or made in any such document immediately

prior to such date of first use.

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any

purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned

registrant pursuant to this registration statement, regardless of the underwriting method used to sell the

securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the

following communications, the undersigned registrant will be a seller to the purchaser and will be

considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering

required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned

registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material

information about the undersigned registrant or its securities provided by or on behalf of the

undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the

purchaser.

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to

directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or

otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission

such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,

unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment

by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in

the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling

person in connection with the securities being registered, the registrant will, unless in the opinion of its

counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction

the question whether such indemnification by it is against public policy as expressed in the Securities Act

of 1933 and will be governed by the final adjudication of such issue.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Orlando, State of

Florida, on April 15, 2025.


	INNVENTURE, INC

	By:	/s/ Gregory W. Haskell
	Name:	Gregory W. Haskell
	Title:	Chief Executive Officer and Director

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes

and appoints David Yablunosky and Suzanne Niemeyer, and each of them, his or her true and lawful attorneys-in-

fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place

and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this

registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of

1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities

and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of

them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by

the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Gregory W. Haskell	Chief Executive Officer and Director (Principal Executive Officer)	April 15, 2025
Gregory W. Haskell		April 15, 2025

/s/ David Yablunosky	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 15, 2025
David Yablunosky		April 15, 2025

/s/ Michael Otworth	Executive Chairman and Director	April 15, 2025
Michael Otworth	Executive Chairman and Director	April 15, 2025

/s/ Suzanne Niemeyer	General Counsel and Director	April 15, 2025
Suzanne Niemeyer	General Counsel and Director	April 15, 2025

/s/ James O. Donnally	Director	April 15, 2025
James O. Donnally	Director	April 15, 2025

/s/ Bruce Brown	Director	April 15, 2025
Bruce Brown	Director	April 15, 2025

/s/ Elizabeth Williams	Director	April 15, 2025
Elizabeth Williams	Director	April 15, 2025

/s/ Daniel J. Hennessy	Director	April 15, 2025
Daniel J. Hennessy	Director	April 15, 2025

/s/ Michael Amalfitano	Director	April 15, 2025
Michael Amalfitano	Director	April 15, 2025


Exercise price of Innventure Warrants .....................	$11.50 per share of Common Stock

NASDAQ Global Market symbol ............................	“INV”

Risk factors ..............................................................	Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 11 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our Common Stock.


Consolidated Financial Statements		Page No.
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; PCAOB ID#243) .............		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023 ..............................................................		F-4
Consolidated Statements of Operations and Comprehensive Income (Loss) for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor) ......................................................		F-6
Consolidated Statement of Changes in Mezzanine Capital for the period January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor). ..........................		F-7
Consolidated Statement of Changes in Stockholders’ Equity for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor) .................................................................................................		F-8
Consolidated Statements of Cash Flows for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor) .............................................................................................................................		F-10
Notes to Consolidated Financial Statements ...............................................................................................		F-12


	Class I Amount	Class PCTA Amount	Total
December 31, 2022 .......................................................................	$2,984	$12,882	$15,866
Proceeds from capital calls to unitholders .................................	130	—	130
Accretion of redeemable units to redemption value ..................	(202)	(5,164)	(5,366)
December 31, 2023 .......................................................................	2,912	7,718	10,630
Accretion of redeemable units to redemption value ..................	1,565	10,385	11,950
October 1, 2024 .............................................................................	$4,477	$18,103	$22,580


Exhibit Number		Description of Exhibits

2.1+		Business Combination Agreement, dated as of October 24, 2023, by and among Learn SPAC Holdco, Inc., Learn CW Investment Corporation, LCW Merger Sub, Inc., Innventure LLC and Innventure Merger Sub, LLC (incorporated by reference to Annex A to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
3.1		Amended and Restated Certificate of Incorporation of Innventure, Inc., filed with the Secretary of State of Delaware on October 2, 2024 (incorporated by reference to Exhibit 3.1 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
3.2		By-laws of Innventure, Inc. (incorporated by reference to Exhibit 3.2 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
3.3^		Certificate of Designation of Series B Preferred Stock, dated October 2, 2024, of Innventure, Inc. (incorporated by reference to Exhibit 3.3 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
3.4		Certificate of Designation of Series C Preferred Stock, dated March 24, 2025, of Innventure, Inc. (incorporated by reference to Exhibit 3.1 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on March 25, 2025).
4.1		Form of Innventure LLC Series 1 Promissory Note (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
4.2		Form of Accelsius Holdings LLC Convertible Promissory Note (incorporated by reference to Exhibit 4.4 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
4.3		Secured Convertible Note and Warrant Purchase Agreement, dated as of June 3, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.5 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
4.4		Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement, dated as of July 31, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.6 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
4.5		Form of Innventure Class B Warrant Cashless Exercise Description and Acknowledgment Letter (incorporated by reference to Exhibit 4.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).


Exhibit Number		Description of Exhibits

4.6		Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund X, LLC (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).
4.7		Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund XI, LLC (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).
4.8^		First Convertible Debenture, issued to YA II PN, Ltd., dated April 14, 2025 (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K dated April 14, 2025).
4.9^		Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund X, LLC on April 14, 2025 (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K dated April 14, 2025).
4.10^		Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund XI, LLC on April 14, 2025 (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Current Report on Form 8-K dated April 14, 2025).
4.11		Registration and Shareholder Rights Agreement, dated October 12, 2021, by and among Learn CW Investment Corporation, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.4 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021).
5.1*		Opinion of Jones Day.
10.1#		Offer Letter, dated September 7, 2023, between David Yablunosky and Innventure LLC (incorporated by reference to Exhibit 10.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.2		Member Support Agreement, dated October 24, 2023, by and among Learn CW Investment Corporation, Learn SPAC Holdco, Inc., Innventure LLC and the Innventure Members party thereto (incorporated by reference to Annex D to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.3		Class D Preferred Unit Purchase Agreement, by and between Innventus ESG, AeroFlexx, and the Investors party thereto, dated as of November 10, 2021 (incorporated by reference to Exhibit 10.12 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.4		Series I Convertible Note Purchase Agreement, dated as of August 18, 2022, by and among Accelsius, Innventus ESG Fund I L.P. and the other parties thereto (incorporated by reference to Exhibit 10.13 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.5		Amended and Restated Series I Convertible Note Purchase Agreement, dated as of June 2, 2023, by and among Accelsius, Innventus ESG Fund I L.P. and the other parties thereto (incorporated by reference to Exhibit 10.14 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.6		Class A Series 2 Unit Purchase Agreement, dated as of July 19, 2022, by and among Innventus ESG Fund I, L.P., Accelsius Holdings LLC, and the Investors party thereto (incorporated by reference to Exhibit 10.15 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.7		Letter Agreement, dated October 7, 2021, among Learn CW Investment Corporation and its officers, directors, director nominees and the Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on October 14, 2021).
10.8#		Contractor Agreement for Services, effective November 16, 2023, by and between Innventure LLC and Sugar Grove Ventures, LLC (incorporated by reference to Exhibit 10.8 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025).
10.9#		Employment Agreement, dated as of March 5, 2024, by and between Innventure LLC and Suzanne Niemeyer (incorporated by reference to Exhibit 10.24 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.10		Management Services Agreement, dated January 22, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.25 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).


Exhibit Number		Description of Exhibits

10.11		Amendment to Management Services Agreement, dated October 1, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.26 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.12		Summary of the Statement of Work, effective as of April 1, 2018, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.27 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.13		Amended & Restated Promissory Note, dated December 29, 2023, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on January 3, 2024).
10.14		Second Amended & Restated Promissory Note, dated March 19, 2024, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on March 25, 2024).
10.15**^		Patent Purchase Agreement, dated May 27, 2022, between Nokia Technologies, OY, Nokia Solutions and Networks, OY, and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.32 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.16**^†		Technology License and Know-How Agreement, dated May 27, 2022, between Accelsius Holdings LLC, Nokia Technologies Oy, Nokia Solutions and Networks Oy, and Nokia of America Corporation (incorporated by reference to Exhibit 10.33 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.17		Patent and Know How License Agreement, dated February 15, 2018, between Air Assist LLC and The Procter & Gamble Company (incorporated by reference to Exhibit 10.34 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.18		Amended and Restated Patent and Know-How License Agreement, dated as of October 25, 2021, by and between the Procter & Gamble Company and AeroFlexx, LLC (incorporated by reference to Exhibit 10.28 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on January 6, 2024).
10.19		Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Sugar Grove Ventures LLC (incorporated by reference to Exhibit 10.37 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.20		Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.38 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.21		Amendment to the Statement of Work, effective October 1, 2021, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.39 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.22^		Form of Investment Agreement by and among Innventure, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.46 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.23		Warrant Agreement, dated October 12, 2021, between Learn CW Investment Corporation and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021).
10.24		Warrant Assumption Agreement, dated October 2, 2024, by and among Learn CW Investment Corporation, Innventure, Inc. (f/k/a Learn SPAC HoldCo, Inc.) and Equiniti Trust Company, LLC (f/ k/a American Stock Transfer & Stock Company, LLC), as warrant agent (incorporated by reference to Exhibit 10.2 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
10.25		Amended and Restated Registration Rights Agreement, dated October 2, 2024, by and among Innventure, Inc., Learn CW Investment Corporation, CWAM LC Sponsor LLC and the undersigned parties listed thereto (incorporated by reference to Exhibit 10.3 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
10.26		Amended & Restated Investor Rights Agreement, dated October 2, 2024, by and among Innventure, Inc., and the undersigned parties listed thereto (incorporated by reference to Exhibit 10.4 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
10.27#		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).


Exhibit Number		Description of Exhibits

10.28#		Innventure, Inc. 2024 Equity and Incentive Compensation Plan (incorporated by reference to Annex K to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).
10.29^		Form of Investment Agreement by and among Innventure, Inc. and the purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 10.9 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
10.30		Waiver and Consent entered into on October 2, 2024, by and among, Learn CW, Holdco and Innventure (incorporated by reference to Exhibit 10.10 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).
10.31		Loan and Security Agreement, dated October 22, 2024, by and among Innventure LLC, WTI Fund X, Inc. and WTI Fund XI, Inc. (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).
10.32		Supplement to the Loan and Security Agreement, dated October 22, 2024, by and among Innventure LLC, WTI Fund X, Inc. and WTI Fund XI, Inc. (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).
10.33#		Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated December 13, 2024).
10.34#		Form of Notice of Grant of Nonqualified Stock Option and Nonqualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated December 13, 2024).
10.35#		Form of Notice of Grant of Appreciation Rights (incorporated by reference to Exhibit 10.35 to Innventure, Inc.’s Annual Report on Form 10-K dated April 14, 2025).
10.36#		Form of Notice of Grant of Cash-Settled Appreciation Rights (incorporated by reference to Exhibit 10.36 to Innventure, Inc.’s Annual Report on Form 10-K dated April 14, 2025).
10.37		Standby Equity Purchase Agreement, by and between Innventure, Inc. and YA II PN, Ltd., dated October 24, 2023 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).
10.38^		Form of Series C Purchase Agreement for U.S. Investors (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).
10.39^		Form of Series C Purchase Agreement for Ex-U.S. Investors (incorporated by reference to Exhibit 10.3 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).
10.40^		Securities Purchase Agreement, by and between Innventure, Inc. and YA II PN, Ltd., dated March 26, 2025 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated March 26, 2025).
10.41		Global Guaranty Agreement by Innventure, LLC, dated April 14, 2025 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated April 14, 2025).
10.42		Registration Rights Agreement, dated April 14, 2025, between Innventure, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated April 14, 2025).
10.43#		Innventure, Inc. 2025 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.43 to Innventure, Inc.’s Annual Report on Form 10-K dated April 14, 2025).
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025).
23.1*		Consent of Jones Day (included in Exhibit 5.1).
23.2*		Consent of BDO USA P.C.
24.1*		Power of Attorney (included on the signature page hereto).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Lable Linkbase Document