Innventure, Inc.

As filed with the Securities and Exchange Commission on April 15, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INNVENTURE, INC.

(Exact Name of Registrant as Specified in its Charter)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321)209-6787

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gregory W. Haskell

Innventure, Inc.

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(321) 209-6787

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Joel T. May

Jeremy W. Cleveland

Thomas L. Short

Jones Day

1221 Peachtree Street, N.E., Suite 400

Atlanta, Georgia 30361

Tel: (404) 521-3939

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following

box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

EXPLANATORY NOTE AND STATEMENT PURSUANT TO RULE 429

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement)

will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-276714), that was

originally declared effective by the Securities and Exchange Commission on September 10, 2024 (as amended, the “Prior Registration Statement”). Accordingly, this

Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-1 to the Prior Registration Statement. Such Post-Effective Amendment will become

effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as

amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be

sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary

prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the

offer or sale is not permitted.

INNVENTURE, INC.

34,352,677 Shares of Common Stock

This prospectus relates to 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 15,965,989 shares of the

common stock, par value $0.0001 per share (“Common Stock”), of Innventure, Inc., a Delaware corporation, which includes (i) up to

8,480,518 shares of Common Stock that may be issued upon conversion of Series C Preferred Stock (as defined below),

(ii) 85,471 shares of Common Stock issued to Ducera Partners LLC and its affiliates (“Ducera”) pursuant to the terms of an

engagement letter (the “Ducera Engagement Letter”), (iii) up to 3,000,000 shares of Common Stock that may be issued upon

conversion of convertible debentures (the “Convertible Debentures”) issued and issuable to YA II PN, Ltd., a Cayman Islands

exempted company (“Yorkville”) pursuant to that certain securities purchase agreement (“Securities Purchase Agreement”), dated

March 25, 2025, entered into with Yorkville, (iv) up to 4,100,000 shares of Common Stock that we may issue and sell to Yorkville

from time to time pursuant to the Standby Equity Purchase Agreement (the “SEPA”), dated October 24, 2023, entered into with

Yorkville without exceeding the Exchange Cap (as defined herein), and (v) 300,000 shares of Common Stock that may be issued upon

exercise of warrants (the “2025 WTI Warrants”) to purchase Common Stock held by WTI Fund X, LLC and WTI Fund XI, LLC

(together, the “WTI Holders”). For more information on the Selling Stockholders, see the section entitled “Selling Stockholders.”

This prospectus also relates to the issuance by us of up to an aggregate of 18,386,688 shares of Common Stock issuable upon the

exercise of warrants to purchase shares of our Common Stock, at an exercise price of $11.50 per share, that were converted from

Learn CW Warrants (as defined in this prospectus) in connection with the Business Combination (the “Innventure Warrants”). We will

receive the proceeds from any exercise of any Innventure Warrants for cash, which amount of aggregate proceeds, assuming the

exercise of all Innventure Warrants, would be $214.4 million. To the extent the Innventure Warrants are exercised on a cashless basis,

we will not receive any proceeds in connection with such exercise. We believe the likelihood that warrant holders will exercise their

Innventure Warrants, and therefore the amount 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 to exercise such Innventure Warrants.

The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private

transactions at prevailing market prices, prices related to prevailing market prices or at negotiated prices. We will not receive any of

the proceeds from such sales of the shares of our Common Stock by the Selling Stockholders. However, we may receive (i) up to

$75.0 million in aggregate gross proceeds from sales of shares of Common Stock to Yorkville pursuant to the SEPA, from time to

time in our discretion after the date of the registration statement that includes this prospectus and subject to satisfaction of other

conditions in the SEPA, and (ii) de minimis gross proceeds upon exercise of the 2025 WTI Warrants, to the extent such warrants are

exercised for cash. To the extent the 2025 WTI Warrants are exercised on a cashless basis, we will not receive any proceeds in

connection with such exercise. We will bear all costs, expenses and fees in connection with the registration of our Common Stock. The

Selling Stockholders will bear all commissions, discounts and certain other limited expenses, if any, attributable to their respective

sales of our Common Stock.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue,

offer or sell, as applicable, any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus

in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the

shares in the section entitled “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Global Market (“NASDAQ”) under the symbol “INV.” On April 14, 2025, the last

reported sales price of our Common Stock was $3.65 per share.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to

comply with certain reduced public company reporting requirements.

Investing in our Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on

page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of

these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal

offense.

The date of this prospectus is , 2025.

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