innventure inc美股招股说明书(2025-12-05版)

INNVENTURE, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 23, 2025 (the “Prospectus”), which forms a part ofthe Post-Effective Amendment to the Registration Statement on Form S-1 (Registration No. 333-282971) and is being filed to update,amend and supplement the information included in the Prospectus with information contained in our Current Report on Form 8-K whichwas filed with the SEC on December 4, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that theinformation in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC under thesymbol “INV.” On December 3, 2025, the closing price of our Common Stock was $4.98 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 complete.Any representation to the contrary is a criminal offense. The date of this prospectus supplement is December 4, 2025. UNITED STATES Delaware(State or other jurisdiction ofincorporation or organization) ☐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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). 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 5.07 Submission of Matters to a Vote of Security Holders. On December 2, 2025, Innventure, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the closeof business on October 14, 2025, the record date for the Special Meeting, there were (i) 58,046,433 shares of common stock, par value$0.0001 per share (“Common Stock”), issued and outstanding, each share entitled to one vote, (ii) 33,144 shares of Series B PreferredStock, par value of $0.0001 per share (the “Series B Preferred Stock”), issued and outstanding, each share of Series B Preferred Stock At the Special Meeting, the holders of shares of the Company’s Common Stock, Series B Preferred Stock, and Series C PreferredStock, representing 35,268,907 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each mattervoted upon at the Special Meeting is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Proposal 1: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’sissued and outstanding Common Stock as of September 15, 2025, in connection with the conversion of the convertible debentures issued to Proposal 2: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of the Company’sissued and outstanding Common Stock as of March 25, 2025, in connection with the conversion of the convertible debentures issued toYorkville pursuant to the Securities Purchase Agreement between the Company and Yorkville dated March 25, 2025 (“Proposal 2” and, The Company’s stockholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary, tosolicit additional proxies if there were not sufficient votes in favor of the Yorkville Proposals because there were sufficient votes to approve 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. Date: December 4, 2025 By:/s/ Suzanne NiemeyerName:Suzanne NiemeyerTitle:General Counsel