Innventure, Inc. Reports Material Definitive Agreement & Acquisition

TL;DR

Innventure just made a big deal, acquired something, and changed hands. Big moves happening.

AI Summary

Innventure, Inc. (formerly Learn SPAC HoldCo, Inc.) filed an 8-K on October 9, 2024, reporting several material events as of October 8, 2024. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, and changes in control of the registrant. The company also reported unregistered sales of equity securities and material modifications to the rights of security holders.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions and changes in control, which could substantially alter the company's structure and future operations.

Risk Assessment

Risk Level: high — The filing details a change in control and material definitive agreements, suggesting significant and potentially volatile corporate restructuring.

Key Numbers

• 20241008 — Date of Change (Key date for reported events)
• 20241009 — Filing Date (Date the 8-K was submitted)

Key Players & Entities

• Innventure, Inc. (company) — Registrant
• Learn SPAC HoldCo, Inc. (company) — Former Company Name
• 0002001557 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share INV The Nasdaq Stock Mark
• $11.04 — at a conversion price of approximately $11.04 per share, or an aggregate of approxima
• $91.7 million — share, or an aggregate of approximately $91.7 million. The aggregate consideration (the "Mer
• $15 million — ing (the "Vesting Period") in excess of $15 million in revenue; 40% of the Company Earnout
• $103.1 million — y prior to the Closing of approximately $103.1 million. Following the payment of redemptions,
• $11.3 million — redemptions, Learn CW had approximately $11.3 million of available cash for disbursement in c
• $50 million — ponsor Support Agreement) are less than $50 million (before financing fees and transaction
• $10.00 — , in a private placement, at a price of $10.00 per share of Series B Preferred Stock,
• $7.5 million — gregate purchase price of approximately $7.5 million before deducting fees and other estimat
• $11.0 million — ock providing Holdco with approximately $11.0 million of gross proceeds before deducting fees
• $12.50 — (i) the Reset Conversion Price or (ii) $12.50. The "Reset Conversion Price" means the
• $5.00 — version Price" means the greater of (a) $5.00 and (b) the 10-trading day volume-weigh

Filing Documents

• ef20036737_8k.htm (8-K) — 210KB
• ef20036737_ex3-1.htm (EX-3.1) — 67KB
• ef20036737_ex3-2.htm (EX-3.2) — 210KB
• ef20036737_ex3-3.htm (EX-3.3) — 62KB
• ef20036737_ex10-2.htm (EX-10.2) — 28KB
• ef20036737_ex10-3.htm (EX-10.3) — 138KB
• ef20036737_ex10-4.htm (EX-10.4) — 52KB
• ef20036737_ex10-7.htm (EX-10.7) — 95KB
• ef20036737_ex10-9.htm (EX-10.9) — 211KB
• ef20036737_ex10-10.htm (EX-10.10) — 18KB
• ef20036737_ex10-11.htm (EX-10.11) — 21KB
• ef20036737_ex10-12.htm (EX-10.12) — 20KB
• ef20036737_ex14-1.htm (EX-14.1) — 60KB
• ef20036737_ex16-1.htm (EX-16.1) — 3KB
• ef20036737_ex21-1.htm (EX-21.1) — 8KB
• ef20036737_ex99-1.htm (EX-99.1) — 571KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-24-043179.txt ( ) — 2258KB
• inv-20241002.xsd (EX-101.SCH) — 4KB
• inv-20241002_def.xml (EX-101.DEF) — 18KB
• inv-20241002_lab.xml (EX-101.LAB) — 27KB
• inv-20241002_pre.xml (EX-101.PRE) — 20KB
• ef20036737_8k_htm.xml (XML) — 6KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. An extraordinary general meeting of the Learn CW shareholders was held on September 30, 2024 (the "Extraordinary General Meeting"), where the Learn CW shareholders considered and approved, among other matters, a proposal to adopt a business combination agreement by and among Learn CW, Innventure, Holdco, and the Merger Subs (the "Business Combination Agreement"), which provided for, among other things, the following mergers: LCW Merger Sub merged with and into Learn CW (the "LCW Merger"), with Learn CW as the surviving company of the LCW Merger (the "Surviving LCW Company"); and Innventure Merger Sub merged with and into Innventure (the "Innventure Merger" and, together with the LCW Merger, the "Mergers), with Innventure as the surviving entity of the Innventure Merger (the consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination"). The material terms and conditions of the Business Combination Agreement and related agreements are described under the heading "Shareholder Proposal No. 1––The Business Combination Proposal" in the definitive proxy statement/consent solicitation statement/prospectus (the "Definitive Proxy Statement") filed with the Commission on September 10, 2024 by Learn CW , which description is incorporated herein by reference. At the effective time of the LCW Merger (the "LCW Merger Effective Time"), each Learn CW Class A Ordinary Share (as defined in the Definitive Proxy were automatically converted into the right to receive one share of Company common stock, par value $0.0001 ("Common Stock"). Each Learn CW Warrant (as defined in the Defi

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K, including the information incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the parties or the parties' respective management team's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the Business Combination, the anticipated benefits of the Business Combination described herein, including revenue growth and financial performance, product expansion and services, and the financial condition, results of operations, earnings outlook and prospects of the Company. Any statements contained herein that are not statements of historical fact are forward-looking statements. 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 are typically identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "outlook," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this current report are based on the current expectations and beliefs of the management of the Company in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward

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View this 8-K filing on SEC EDGAR