innventure公司美股招股说明书(2025-11-25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 filed to update, amend andsupplement the information included in the Prospectus with information contained in our Current Report on Form 8-K which was filedwith the Securities and Exchange Commission (the “SEC”) on November 18, 2025 (the “Current Report”). Accordingly, we haveattached the Current Report to this prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwise 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 this 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 21, 2025, the closing price of our Common Stock was $4.23 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 or The date of this prospectus supplement is November 24, 2025. UNITED STATES Innventure, Inc. 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)) Emerging growth company☒ 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 7.01 Regulation FD Disclosure. A copy of a press release by Innventure, Inc. (the “Company”) announcing the appointment of Bruce Brown to serve as the Company’sfirst Lead Independent Director is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” forpurposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.The information provided herein shall not be deemed incorporated by reference into any filing made underthe Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 8.01 Other Events. Appointment of Lead Independent Director On November 12, 2025, the Company’s Board of Directors (the “Board”), following a recommendation made by the Nominating andCorporate Governance Committee of the Board, appointed Bruce Brown to serve as the Company’s first Lead Independent Director, In this newly established role, the Lead Independent Director will, among other things, (i) develop, in collaboration with the Chairmanof the Board and Chief Executive Officer, an annual set of topics to be addressed in Board agendas, with a focus on the areas of boardresponsibility; (ii) review and consult with the Chairman on the quality, quantity and timeliness of information sent to the Board; (iii)preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; Mr. Brown’s initial term as the Lead Independent Director will be for a period of two years or until his successor is selected by the Amendment of Non-Management Director Compensation Plan On November 14, 2025, the Board approved an amendment and restatement of the Company’s Non-Management DirectorCompensation Plan (as amended, the “Plan”) to provide for additional compensation for the Board’s Lead Independent Director. Under the amendment, effective as of November 14, 2025, the Lead Independent Director will receive an annual retainer of $30,000 inrespect of such service (the “Lead Independent Director Retainer”), earned on a quarterly basis based on a calendar quarter and paid bythe Company in arrears ($7,500 per quarter) no later than the fifteenth day following the end of each calendar quarter. The LeadIndependen