Innventure Inc美股招股说明书(2026-04-09版)

This prospectus relates to the issuance by Innventure, Inc., a Delaware corporation, of up to an aggregate of 18,386,688 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”) issuable upon the exercise of warrants to purchase shares of CommonStock, at an exercise price of $11.50 per share, which were converted from Learn CW Warrants (as defined in this prospectus) inconnection with the Business Combination (as defined herein) (the “Innventure Warrants”). We will receive the proceeds from anyexercise of any Innventure Warrants for cash, which amount of aggregate proceeds, assuming the cash exercise of all Innventure Warrants,would be $214.4million. To the extent the Innventure Warrants are exercised on a cashless basis, we will not receive any proceeds inconnection with such exercise. We believe the likelihood that warrant holders will exercise their Innventure Warrants, and therefore theamount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the Innventure Warrants are“out of the money,” meaning the exercise price is higher than the market price of our Common Stock, the holders thereof are not likely toexercise such Innventure Warrants. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (each a“Selling Stockholder” and, collectively, the “Selling Stockholders”), or their permitted transferees, of up to 41,291,719 shares of CommonStock. The shares of Common Stock to which this prospectus relates consist of (i)up to 3,260,175 shares of Common Stock that wereissued and may be issued upon conversion of the SeriesB Preferred Stock; (ii)up to 16,244,741 shares that we may issue and sell to YA IIPN, Ltd., a Cayman Islands exempted company (“Yorkville”), from time to time pursuant to the Standby Equity Purchase Agreement (the“SEPA”), dated October 24, 2023, entered into with Yorkville, subject to the ownership limitations described therein; (iii)5,657,481 sharesof Common Stock held by certain stockholders party to that certain Amended and Restated Registration Rights Agreement, dated October2, 2024 (the “A&R Registration Rights Agreement”); (iv)3,333,334 shares of Common Stock that may be issued upon exercise ofwarrants (the “2024 WTI Warrants”) to purchase Common Stock held by WTI Fund X, LLC and WTI Fund XI, LLC (together, the “WTIHolders”); (v)up to 8,480,518 shares of Common Stock that were issued and may be issued upon conversion of SeriesC Preferred Stock;(vi)up to 1,000,000 shares of Common Stock that may be issued upon exercise of warrants (the “2025 WTI Warrants”) to purchaseCommon Stock held by the WTI Holders; (vii) up to 3,250,470 shares of Common Stock issued and issuable pursuant to the terms of thosecertain subscription agreements (the “Subscription Agreements”), dated as of October 3, 2025, entered into with the certain institutionsand accredited investors (the “Subscribers”), consisting of (a)1,625,235 shares of Common Stock issued to the Subscribers and(b)1,625,235 shares that may be issued upon exercise of warrants (the “SeriesA Warrants”) to purchase Common Stock held by theSubscribers; and (viii) 65,000 shares of Common Stock that were issued upon conversion of convertible debentures (the “ConvertibleDebentures”) issued to Yorkville pursuant to the securities purchase agreement, dated September15, 2025 (the “Securities PurchaseAgreement”), entered into with Yorkville. For more information on the Selling Stockholders, see the section entitled “SellingStockholders.” 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 of theproceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i)up to theremaining approximately $66.6 million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to theSEPA, from time to time after the date of the Registration Statement on Form S-3 (File No. 333-294419), which was originally filed by uswith the Securities and Exchange Commission (the “SEC”) on March 18 2026 (the “Registration Statement”), that includes this prospectusand subject to the satisfaction of certain conditions in the SEPA, (ii)up to approximately $13.0million of proceeds assuming the exerciseof all SeriesA Warrants for cash, and (iii)de minimis gross proceeds upon exercise of the 2024 WTI Warrants and the 2025 WTI Warrantsfor cash. To the extent the SeriesA Warrants are exercised on a cashless basis, we will not receive any proceeds in connection with suchexercise. We believe the likelihood that warrant holders will exercise their SeriesA Warrants, and therefore the amount of cash proceedsthat we would receive, is dependent upon the market price of our Common St