Innventure Inc. 美股招股说明书（2025年6月4日版）

This prospectus supplement updates, amends and supplements the prospectus dated April 23, 2025 (the “Prospectus”), which forms apart of the Post-Effective Amendment to the Registration Statement on Form S-1 (Registration No. 333-282971) and is being filedtoupdate, amend and supplement the information included in the Prospectus with information contained in ourCurrent Report on Form8-Kwhich was filed with the SEC on June 4, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this 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 that 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 June 3, 2025, the closing price of our Common Stock was $5.54 per share. Investing in our securitiesinvolves 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 or The date of this prospectus supplement is June 4, 2025. UNITED STATES Delaware(State or other jurisdiction ofincorporation or organization) 001-42303(Commission File Number) 6900 Tavistock Lakes Blvd, Suite 400Orlando, Florida 32827(Address of principal executive offices and zip code) ☐Written communications 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)) Title of each classCommon Stock, par value $0.0001 pershare Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying 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. As previously disclosed in the Current Report on Form 8-K filed by Innventure, Inc., a Delaware corporation (the“Company”), with the Securities and Exchange Commission (the “SEC”) on March 26, 2025, the Company entered into a securitiespurchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), for the issuance and sale by the Company ofconvertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $30,000,000, whichConvertible Debentures will be convertible into shares of the Company’s common stock, par value $0.0001 per share. On April 14, On June 4, 2025, Yorkville and the Company entered into an amendment to the Debentures (the “Amendment”), pursuant towhich the parties agreed to amend the definition of “Conversion Price” as set forth in Section 12(n) of the Debentures to add a pricefloor of $2.00 to the definition of Conversion Price. The Conversion Price may be adjusted from time to time upon the occurrence of The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms ofthe Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01Exhibits and Financial Statements (d) Exhibits. Exhibit No.Description of Exhibit10.1Amendment to the Debenture date June 4, 2025. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to besigned on its behalf by the undersigned hereunto duly authorized. INNVENTURE, INC. Name:David YablunoskyTitle:Chief Financial Officer