Innventure Inc美股招股说明书(2025-11-14版)

INNVENTURE, INC. This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-291034) and is being filedto update, amend andsupplement the information included in the Prospectus with information contained in our Quarterly Report on Form 10-Q, which wasfiled with the Securities and Exchange Commission (the “SEC”) on November 13, 2025 (the “Quarterly Report”), and our CurrentReport on Form 8-K, which was filed with the SEC on November 12, 2025 (the “Current Report”). Accordingly, we have attachedeach of the Quarterly Report and the Current Report to this prospectus supplement.Capitalized terms used in this prospectussupplement 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 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 November 13, 2025, the closing price of our Common Stock was $3.69 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 orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 14, 2025. (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42303 INNVENTURE, INC. (Exact name of registrant as specified in its charter)___________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,”and “emerging growth company” 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 period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of November 12, 2025, the registrant had 62,471,971 shares of common stock outstanding. TABLE OF CONTENTS PART I Financial Information Item 1.Financial Statements (Unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 3.Quantitative and Qualitative Disclosures About Market Risk52Item 4.Controls and Procedures52 PART IIOther Information Item1.Legal Proceedings54Item 1A.Risk Factors54Item2.Unregistered Sales of Equity Securities and Use of Proceeds54Item 3.Defaults upon Senior Securities54Item 4.Mine Safety Disclosures54Item 5.Other Information54Item6.Exhibits55 Signatures CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to “Innventure,” the“Company,” “we,” “our” or “us” refer to Innventure, Inc. and its consolidated subsidiaries. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended (the “Securities Act”), and Section 21E of the Securities Exchange Act