Innventure, Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are all statements other than

those of historical fact, including statements about the Company’s business model, the financial condition, results of

operations, earnings outlook and its Operating Companies’ (as defined below) prospects. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any

underlying assumptions, are forward-looking statements. Forward-looking statements generally relate to future

events or the Company’s future financial or operating performance and may refer to projections and forecasts.

Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,”

“anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”

“will,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions

of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the Company’s management and are

inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the

date of this prospectus. There can be no assurance that future developments will be those that have been anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of

the parties) or other assumptions that may cause actual results or performance to be materially different from those

expressed or implied by these forward-looking statements. The risks and uncertainties include, but are not limited

to, those factors discussed and identified in other public filings made with the SEC by the Company and the

following:

•expectations regarding Innventure’s and the Innventure Companies’ (as defined below) strategies and

achieve future financial performance, including their respective future business plans, expansion and

acquisition plans or objectives, prospective performance and opportunities and competitors, revenues,

products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash,

capital expenditures, and Innventure’s ability to invest in growth initiatives;

•the implementation, market acceptance and success of Innventure’s and the Innventure Companies’

business models and growth strategies;

•Innventure’s future capital requirements and sources and uses of cash;

•Innventure’s ability to meet the various conditions, including the available cash and performance targets

and issuance of warrant instruments to the WTI Lenders (as defined below), and access any additional

installments draws, if available, under the WTI Facility (as defined below);

•Innventure’s ability to meet the various conditions and satisfy the various limitations under the SEPA (as

defined herein) with Yorkville, including exchange caps, issuances and subscriptions based on trading

volumes, to continue to access the funds available under the SEPA or the Securities Purchase Agreement

(as defined below) and related Convertible Debentures (as defined below) due to certain conditions,

restrictions and limitations set forth therein;

•certain restrictions and limitations set forth in Innventure’s debt instruments, which may impair

Innventure’s financial and operating flexibility;

•Innventure’s and the Innventure Companies’ ability to generate liquidity and maintain sufficient capital to

operate as anticipated;

•Innventure’s ability to obtain funding for its operations and future growth and to continue as a going

concern;

•the risk that the technology solutions that Innventure and the Innventure Companies license or acquire from

third parties or develop internally may not function as anticipated or provide the benefits anticipated;

•developments and projections relating to Innventure’s and the Innventure Companies’ competitors and

industry;

iv

•the ability of Innventure and the Innventure Companies to scale the operations of their respective

businesses;

•the ability of Innventure and the Innventure Companies to establish substantial commercial sales of their

products;

•the ability of Innventure and the Innventure Companies to compete against companies with greater capital

and other resources or superior technology or products;

•Innventure and the Innventure Companies’ ability to meet, and to continue to meet, applicable regulatory

requirements for the use of their products and the numerous regulatory requirements generally applicable to

their respective businesses;

•the outcome of any legal proceedings against Innventure or the Innventure Companies;

•Innventure’s ability to find future opportunities to license or acquire breakthrough technology solutions

from MNCs (as defined below) or other third parties (collectively, “Technology Solutions Providers”) and

to satisfy the requirements imposed by or to avoid disagreements with its current and future Technology

Solutions Providers;

•the risk that the launch of new companies distracts Innventure’s management from its subsidiaries and their

respective operations;

•the risk that Innventure may be deemed an investment company under the Investment Company Act of

1940 (the “Investment Company Act”), which would impose burdensome compliance requirements and

restrictions on its activities;

•Innventure’s ability to sufficiently protect the intellectual property (“IP”) rights of itself and its Operating

Companies, and to avoid or resolve in a timely and cost-effective manner any disputes that may arise

relating to its use of the IP of third parties;

•the risk of a cyber-attack or a failure of Innventure’s information technology and data security

infrastructure;

•geopolitical risk and changes in applicable laws or regulations, including with respect to foreign trade

policy and tariffs;

•potential adverse effects of other economic, business, and/or competitive factors;

•operational risks related to Innventure and its Operating Companies, which have limited or no operating

history; and

•the limited liquidity and trading of Innventure’s securities.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,

actual results may vary in material respects from those projected in these forward-looking statements. All forward-

looking statements in this prospectus are made as of the date hereof, based on information available to the Company

as of the date hereof, and the Company assumes no obligation to update any forward-looking statement, whether as a

result of new information, future events or otherwise, except as may be required under applicable law.