Financial Results Announcement - Innventure, Inc. will release its third quarter 2025 financial results after market close on November 13, 2025 [1] - A conference call will be hosted on the same day at 5:00 pm ET to discuss the results [1] Teleconference Registration - Interested parties can register for the teleconference via a provided link, with registration open through the live call [2] - It is recommended to register in advance to ensure full connection during the call [2] Company Overview - Innventure, Inc. is an industrial growth conglomerate focused on building companies with billion-dollar valuations by commercializing breakthrough technology solutions [3] - The company aims to bridge the "Valley of Death" between corporate innovation and commercialization through value-driven multinational partnerships and operational expertise [3]

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNVENTURE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 93-4440048 (I.R.S. Employer Identification No.) 6900 Ta ...

Core Insights - Innventure has announced a strategic investment in Accelsius, a company specializing in two-phase, direct-to-chip liquid cooling systems, facilitated by Johnson Controls [2] - Innventure has also completed a private placement of common stock and warrants, raising gross proceeds of $9.75 million, which will support its ongoing business operations [3] Company Overview - Innventure focuses on founding, funding, and operating companies that provide transformative, sustainable technology solutions, often acquired or licensed from multinational corporations [4] - The company aims to commercialize breakthrough technologies, mitigating risks while building disruptive companies with a target enterprise value of at least $1 billion [4]

Group 1 - Innventure, Inc. has successfully closed a private placement of common stock and warrants, raising gross proceeds of $9.75 million [2] - The capital raised will provide working capital to support Innventure's ongoing business operations, alongside a recent issuance of convertible debentures to Yorkville totaling up to $15 million [2] - Innventure focuses on transformative, sustainable technology solutions, aiming to commercialize breakthrough technologies with a target enterprise value of at least $1 billion [3] Group 2 - Johnson Controls has made a strategic investment in Accelsius, a company specializing in two-phase, direct-to-chip liquid cooling systems [1]

Financial Data and Key Metrics Changes - The company's second quarter revenue was $500,000, with $300,000 from Acelsius and $200,000 from management fees of the Inventis ESG fund [24] - General and administrative expenses were approximately $18.6 million, down from $19.7 million in the prior quarter [26] - EBITDA for the quarter was a loss of approximately $135 million, with adjusted EBITDA showing an improvement to a loss of $16.2 million from a loss of $21.8 million in the first quarter [27] Business Line Data and Key Metrics Changes - Acelsius generated $300,000 in revenue, marking its continued growth in the data center liquid cooling market [24] - The company has engaged with its first hyperscaler for a proof of concept system, with expectations for further engagements [9][10] - The contracted go-to-market partner network has grown to 21, an increase of over 100% since the beginning of 2025 [11] Market Data and Key Metrics Changes - The data center liquid cooling market is experiencing rapid growth, driven by the increasing adoption of AI workloads [25] - A UBS analysis indicated that 100% of surveyed IT organizations plan to deploy AI workloads, with 14% already having done so [7] - Hyperscalers are projected to spend approximately $350 billion on data centers this year, with expectations to increase to $400 billion next year [47] Company Strategy and Development Direction - The company is focused on establishing itself as a leader in the two-phase directed chip liquid cooling market, leveraging its differentiated technology [17] - The management emphasizes the importance of building relationships with key industry players, including hyperscalers and OEMs [9][10] - The company has plans to open a demonstration point in the Bay Area to showcase its technology [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver on growth expectations, citing increasing bookings and a shift towards larger production orders [36][38] - The management noted that the adoption cycle for their technology is progressing as expected, with early signs of traction in the market [39] - There is a strong belief that the company's operating model is underappreciated by the market, with significant value creation opportunities ahead [18] Other Important Information - The company issued convertible debentures totaling $30 million, improving its capital position [28] - The balance sheet showed an increase in cash to $12 million, up from $11.1 million at the end of the previous year [29] - The company is actively managing its cash flow and is focused on additional capital raises to support growth opportunities [31] Q&A Session Summary Question: Commentary on revenue growth inflection in the second half of the year - Management indicated that there has been significant activity and that bookings are expected to increase, reflecting traction at Acelsius [34][35] Question: Insights on the first hyperscaler proof of concept - Management confirmed that the initial proof of concept is a significant milestone and that successful trials could lead to large-scale orders [45][46] Question: Feedback on thermal simulation accuracy for AI workloads - Management explained that their thermal test vehicles allow for accurate simulations of high-density workloads at a fraction of the cost, with positive feedback from initial deployments [58][66]

Financial Performance - Revenue for the second quarter of 2025 was $0.48 million, compared to $0.22 million for the same period in 2024[44] - The company ended the second quarter of 2025 with $12.0 million in cash, an increase from $11.1 million at the end of 2024[43] - Adjusted EBITDA for the second quarter of 2025 was $(16.2) million, compared to $(8.1) million for the same period in 2024[46] - Net loss for the three months ended June 30, 2025 was $(141.275) million[51] Business Updates - 100% of surveyed IT organizations are at least in the AI investigation and use-case discovery stages[25] - Only 14% of companies are in the production at scale phase of their AI workloads[26] - Over 90% of companies intend to increase AI spending in 2025 and beyond[26] - AeroFlexx has achieved four straight quarters of revenue generation across three active customers[35] Strategic Initiatives - Refinity completed signing an engineering, procurement, and construction partner for its first plant design and delivery in 2Q25[38] - Refinity is on track for 3Q25 to demonstrate the viability of fluid bed conversion of mixed plastic waste to liquid product at pilot scale, with preliminary results above expectations[38]

PART I Financial Information [Item 1. Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) H1 2025 unaudited financials show a $394.9 million net loss, driven by a $346.6 million goodwill impairment, raising going concern doubts [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $556.0 million by June 30, 2025, primarily due to goodwill impairment, significantly impacting equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $6,965 | $11,119 | | Total Current Assets | $21,129 | $24,286 | | Goodwill | $323,463 | $667,936 | | Total Assets | $555,985 | $905,289 | | Total Current Liabilities | $72,317 | $69,347 | | Total Liabilities | $129,925 | $138,996 | | Total Stockholders' Equity | $426,060 | $766,293 | - A significant goodwill impairment of **$344.5 million** was the primary driver for the reduction in total assets[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) H1 2025 net loss surged to $394.9 million, primarily due to a $346.6 million goodwill impairment, despite revenue growth Six Months Ended June 30 - Financial Performance (in thousands, except per share data) | Metric | 2025 (Successor) | 2024 (Predecessor) | | :--- | :--- | :--- | | Revenue | $700 | $447 | | Total Operating Expenses | $404,472 | $22,265 | | Goodwill impairment | $346,557 | $0 | | Loss from Operations | ($403,772) | ($21,818) | | Net Loss | ($394,949) | ($18,840) | | Net Loss Attributable to Innventure, Inc. Stockholders | ($227,224) | ($12,507) | | Basic and diluted loss per share | ($4.60) | N/A | - A non-cash goodwill impairment charge of **$346.6 million** was the main contributor to the significant increase in net loss for the first six months of 2025[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 saw net cash used in operations increase to $36.8 million, offset by $41.2 million from financing activities Six Months Ended June 30 - Cash Flow Summary (in thousands) | Cash Flow Category | 2025 (Successor) | 2024 (Predecessor) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($36,754) | ($16,391) | | Net Cash Used in Investing Activities | ($3,640) | ($4,377) | | Net Cash Provided by Financing Activities | $41,240 | $20,274 | | Net (Decrease) Increase in Cash | $846 | ($494) | - The company relied heavily on financing activities, which provided **$41.2 million** in cash, to fund its operations and offset the **$36.8 million** cash burn from operating activities[31](index=31&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the Business Combination, a $346.6 million goodwill impairment, new debt, and management's going concern doubts - Management has determined that conditions raise substantial doubt about the company's ability to continue as a going concern within one year, citing recurring losses, negative cash flows, and the need to raise significant additional capital[46](index=46&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) - The company recorded non-cash goodwill impairment charges of **$113.3 million** and **$346.6 million** for the three and six months ended June 30, 2025, respectively, due to sustained decreases in its stock price and market capitalization[120](index=120&type=chunk)[122](index=122&type=chunk) - In March 2025, the company entered into a securities purchase agreement for up to **$30.0 million** in convertible debentures, receiving gross proceeds of **$27.0 million** in April and May 2025[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - The company has one reportable operating segment, Technology, which includes the activities of its subsidiary Accelsius. This segment generated revenues of **$255 thousand** and incurred a net loss of **$366.8 million** for the six months ended June 30, 2025, with the loss largely due to the goodwill impairment[192](index=192&type=chunk)[195](index=195&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) H1 2025 revenue grew, but operating expenses surged due to a $346.6 million goodwill impairment, impacting liquidity and going concern issues Six Months Ended June 30 - Results of Operations Comparison (in thousands) | Metric | 2025 (Successor) | 2024 (Predecessor) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $700 | $447 | $253 | 56.6% | | Total Operating Expenses | $404,472 | $22,265 | $382,207 | 1,716.6% | | Loss from Operations | ($403,772) | ($21,818) | ($381,954) | 1,750.6% | | Net Loss | ($394,949) | ($18,840) | ($376,109) | 1,996.3% | - The increase in operating expenses was driven by a **$346.6 million** goodwill impairment, **$14.3 million** in increased stock-based compensation, and higher amortization of intangible assets following the Business Combination[221](index=221&type=chunk)[224](index=224&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP, in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Net loss | ($394,949) | ($18,840) | | EBITDA | ($383,201) | ($18,323) | | Adjusted EBITDA | ($38,002) | ($9,996) | - The company's liquidity position is strained, with cash of **$7.0 million** and a working capital deficit of **$51.2 million** as of June 30, 2025. Management estimates a need for at least **$50,000** in additional funding over the next 12 months[269](index=269&type=chunk) - Management reiterates that there is substantial doubt about the company's ability to continue as a going concern, and its future is dependent on obtaining adequate capital through equity or debt financing, including its SEPA with Yorkville[294](index=294&type=chunk)[295](index=295&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - As a smaller reporting company, Innventure, Inc. is not required to provide quantitative and qualitative disclosures about market risk[298](index=298&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to identified material weaknesses in internal control - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective at a reasonable level of assurance as of June 30, 2025[301](index=301&type=chunk) - Material weaknesses were identified in several areas, including: - Insufficient staffing with appropriate accounting knowledge for complex transactions - Lack of necessary IT general controls (e.g., user access reviews, privileged access restriction) - Lack of segregation of duties and review over reconciliation of significant accounts[302](index=302&type=chunk)[304](index=304&type=chunk) PART II Other Information [Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings involving itself or its subsidiaries - As of the reporting date, the company is not a party to any material pending legal proceedings[307](index=307&type=chunk) [Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factor disclosures - As a smaller reporting company, Innventure, Inc. is not required to provide risk factor disclosures in its Form 10-Q[308](index=308&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered equity sales included $30 million in convertible debentures, warrants, and common stock issuances - Issued Convertible Debentures to Yorkville with a total principal amount of **$30 million** in April and May 2025[309](index=309&type=chunk) - Issued **495,074** warrants (2025 WTI Warrants) to WTI Holders on April 14, 2025, exercisable through March 31, 2035[312](index=312&type=chunk) - Multiple issuances of common stock were made to Yorkville between May and June 2025 under the terms of the Standby Equity Purchase Agreement (SEPA)[313](index=313&type=chunk) [Other Information](index=62&type=section&id=Item%205.%20Other%20Information) A director adopted a Rule 10b5-1 trading plan for 1,170,262 shares, with executive chairman's units seeing accelerated vesting - Director Daniel Hennessy adopted a Rule 10b5-1 trading plan for the sale of up to **1,170,262** shares of common stock[317](index=317&type=chunk) - The board approved the accelerated vesting of **46,875** unvested Accelsius Incentive Units for Executive Chairman Mike Otworth[320](index=320&type=chunk)[321](index=321&type=chunk) [Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents, financing agreements, and officer certifications

Core Insights - Innventure, Inc. reported a strong performance in the second quarter of 2025, with expectations for continued revenue growth in the latter half of the year [3] - The company highlighted significant advancements in its operating companies, including Accelsius, AeroFlexx, and Refinity, which are positioned for market success [3] - Innventure aims to unlock value from its technology solutions pipeline, which is currently underappreciated in the market [3] Financial Performance - For the quarter ended June 30, 2025, Innventure generated revenue of $476 million, a substantial increase from $223 million in the same quarter of 2024 [20] - The total operating expenses for the quarter were $143.05 million, compared to $11.51 million in the same quarter of the previous year [20] - The net loss for the quarter was $141.275 million, compared to a loss of $11.314 million in the same quarter of 2024 [20] Company Developments - Accelsius has strengthened its market position with new deployments at major facilities, achieving industry-leading thermal milestones with its NeuCool technology [3] - AeroFlexx achieved its fourth consecutive quarter of revenue generation and received Critical Guidance Recognition for recyclability from the Association of Plastic Recyclers [3] - Refinity has engaged an engineering, procurement, and construction partner for its first plant design, marking a significant milestone for the company [3] Strategic Outlook - The CEO of Innventure expressed confidence that the remainder of 2025 will be an inflection point for revenue growth across the enterprise [3] - The company is focused on delivering long-term value for shareholders and believes that the progress made across its operating companies is just the beginning [3] - Innventure has a high-quality pipeline of technology solutions from multinational corporations, which it plans to leverage for future growth [3]

Company Announcement - Innventure, Inc. will release its second quarter 2025 financial results after market close on August 14, 2025 [1] - A conference call will be hosted on the same day at 5:00 pm ET to discuss the results, featuring comments from the CEO of Accelsius, Josh Claman [1] Conference Call Details - The event will be webcasted live via the investor relations website [2] - Interested parties can register for the teleconference to receive dial-in details and a unique PIN [2] - Registration is open through the live call, but early registration is recommended to ensure full connection [2] Company Overview - Innventure focuses on founding, funding, and operating companies that provide transformative, sustainable technology solutions [3] - The company aims to commercialize breakthrough technologies from multinational corporations, targeting an enterprise value of at least $1 billion [3] - Innventure defines "disruptive" innovations as those that can significantly alter business operations, industries, markets, or consumer behavior [3]

Core Insights - Accelsius has experienced significant growth in the first half of 2025, marked by a five-fold increase in data center deployments and expansion into international markets [1][5][9] - The company has achieved industry-leading thermal performance with its NeuCool technology, capable of cooling up to 4,500W per GPU socket, addressing the demands of next-generation AI workloads [2][4][10] - Accelsius has doubled its product portfolio, introducing the MR250 multi-rack Coolant Distribution Unit (CDU) to meet the growing needs of hyperscale and AI infrastructure [13][14] Industry Trends - The data center industry is undergoing a transformation due to the increasing demands of AI infrastructure, necessitating advanced cooling solutions [2][4] - Traditional cooling methods are becoming inadequate as rack densities approach 600kW configurations, highlighting the need for innovative technologies like those offered by Accelsius [2][4] Product and Technology Developments - Accelsius successfully demonstrated its cooling technology by maintaining GPU temperatures below NVIDIA's thermal throttle limits in a 250kW rack of AI servers [3][4] - The NeuGuard program was launched to enhance cooling reliability for AI and advanced computing deployments, offering coverage for internal damage caused by leaks [11][12] Strategic Partnerships and Market Expansion - The company has established key partnerships in Europe and entered the Canadian market, enhancing its international presence [5][8][9] - Collaborations with major players like Equinix and Nordik Data Centers are set to bolster Accelsius's market position and facilitate the development of next-generation AI data centers [7][8] Sustainability and Energy Efficiency - Accelsius's technology can operate with facility water temperatures 6-8°C higher than competitors, leading to over 25% cooling energy savings and supporting sustainability goals [4][10]