Innventure Inc美股招股说明书(2025-03-26版)

INNVENTURE, INC. This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2024 (the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282971) and isbeing filed to update, amend and supplement the information included in the Prospectus with information containedin (i) our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March25, 2025 and (ii) our Current Report on Form 8-K filed with the SEC on March 26, 2025 (collectively, the “CurrentReports”). Accordingly, we have attached the Current Reports to this prospectus supplement. Capitalized terms usedin this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified byreference thereto, except to the extent that the information in this prospectus supplement updates or supersedes theinformation contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for futurereference. Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq StockMarket, LLC under the symbol “INV.” On March 25, 2025, the closing price of our Common Stock was $8.50 pershare. Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to beissued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 26, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2025 Innventure, Inc. (Exact Name of Registrant as Specified in Charter) Delaware001-4230393-4440048(State or Other Jurisdiction ofIncorporation)(Commission File Number)(I.R.S. Employer Identification No.)6900 Tavistock Lakes Blvd, Suite 400Orlando, Florida 32827(Address of Principal Executive Offices, and Zip Code)(321) 209-6787Registrant’s Telephone Number, Including Area CodeN/A(Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filingobligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below): ☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(17 CFR §240.12b-2 of this chapter). Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 1.01Entry into a Material Definitive Agreement. Series C Preferred Stock Purchase Agreement On March 24, 2025 (the “Series C Closing Date”), Innventure, Inc. (the “Company”) entered into preferredstock purchase agreements (each, a“Series C Purchase Agreement”, and collectively, the “Series C PurchaseAgreements”) with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell tothe Purchasers an aggregate of up to 275,000 shares of the Company’s Series C preferred stock, par value $0.0001per share (the “Series C Preferred Stock”), in a private placement, at a price of $10.00 per share of Series CPreferred Stock, resulting in an aggregate purchase price of approximately $2,750,000 before deducting fees andother estimated offering expenses (such offering, the “Series C Preferred Stock Financing”). The Series C PreferredStock Financing closed on the Series C Closing Date. The Series C Purchase Agreements contain customary representations, warranties, and covenants by theparties, including certain indemnification obligations of the Purchasers. The representations, warranties, andcovenants contained in the Series C Purchase Agreements were m