Innventure Inc美股招股说明书(2025-03-26版)

Prospectus Supplement No.11(To Prospectus dated November 12, 2024) INNVENTURE, INC. This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2024 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-282971) and is being filed to update, amend andsupplement the information included in the Prospectus with information contained in (i) our Current Report on Form 8-K filed withthe Securities and Exchange Commission (the “SEC”) on March 25, 2025 and (ii) our Current Report on Form 8-K filed with the SECon March 26, 2025 (collectively, the “Current Reports”). Accordingly, we have attached the Current Reports to this prospectussupplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in theProspectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC underthe symbol “INV.” On March 25, 2025, the closing price of our Common Stock was $8.50 per share. 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 be issued under theProspectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful orcomplete. 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) Delaware(State or Other Jurisdiction ofIncorporation) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of theregistrant 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 the Securities Act of1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of thischapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(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 preferred stock purchaseagreements (each, a“Series C Purchase Agreement”, and collectively, 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 ofthe Company’s Series C preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), in a private placement, at aprice of $10.00 per share of Series C Preferred Stock, resulting in an aggregate purchase price of approximately $2,750,000 beforededucting fees and other 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 the parties, includingcertain indemnification obligations of the Purchasers. The representations, warranties, and covenants contained in the Series CPurchase Agreements were made only for purposes of such agreement and as of specific dates, were solely for the benefit of thePurchasers and are subject to limitations agreed upon by contracting parties.Accordingly, the form of the Series C PurchaseAgreement is incorporated