Innventure Inc美股招股说明书(2025-04-23版)

This prospectus relates to offer and sale from time to time by the selling securityholders named in this prospectus (each a“SellingStockholder” and collectively, the “Selling Stockholders”), or their permitted transferees, of up to 15,965,989 shares of thecommon stock, par value $0.0001 per share (“Common Stock”), of Innventure, Inc., a Delaware corporation, which includes (i) up to8,480,518shares of Common Stock that may be issued upon conversion of Series C Preferred Stock (as defined below),(ii)85,471shares of Common Stock issued to Ducera Partners LLC and its affiliates (“Ducera”) pursuant to the terms of anengagement letter (the “Ducera Engagement Letter”), (iii) up to 3,000,000 shares of Common Stock that may be issued uponconversion of convertible debentures (the “Convertible Debentures”) issued and issuable to YA II PN, Ltd., a Cayman Islandsexempted company (“Yorkville”) pursuant to that certain securities purchase agreement (“Securities Purchase Agreement”), datedMarch 25, 2025, entered into with Yorkville, (iv) up to 4,100,000 shares of Common Stock that we may issue and sell to Yorkvillefrom time to time pursuant to the Standby Equity Purchase Agreement (the “SEPA”), dated October 24, 2023, entered into withYorkville without exceeding the Exchange Cap (as defined herein), and (v) 300,000 shares of Common Stock that may be issued uponexercise 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 of18,386,688shares of Common Stock issuable upon theexercise of warrants to purchase shares of our Common Stock, at an exercise price of $11.50 per share, that were converted fromLearn CW Warrants (as defined in this prospectus) in connection with the Business Combination (the “Innventure Warrants”). We willreceive the proceeds from any exercise of any Innventure Warrants for cash, which amount of aggregate proceeds, assuming theexercise 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 theirInnventure Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of ourCommon Stock.If the Innventure Warrants are “out of the money,” meaning the exercise price is higher than the market price of ourCommon 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 privatetransactions at prevailing market prices, prices related to prevailing market prices or at negotiated prices. We will not receive any ofthe proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i) up to$75.0million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time totime in our discretion after the date of the registration statement that includes this prospectus and subject to satisfaction of otherconditions in the SEPA, and (ii) de minimis gross proceeds upon exercise of the 2025 WTI Warrants, to the extent such warrants areexercised for cash. To the extent the 2025 WTI Warrants are exercised on a cashless basis, we will not receive any proceeds inconnection with such exercise. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. TheSelling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respectivesales 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 prospectusin a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell theshares in the section entitled “Plan of Distribution.” Our Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “INV.” On April 22, 2025, the lastreported sales price of our Common Stock was $4.37 per share. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected tocomply 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 onpage11. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese s