Innventure, Inc. Files 8-K for Material Agreement

TL;DR

Innventure (formerly Learn SPAC) filed an 8-K on Oct 2nd for a new material agreement.

AI Summary

Innventure, Inc. filed an 8-K on October 6, 2025, reporting an entry into a material definitive agreement and other events. The company, formerly known as Learn SPAC HoldCo, Inc., is incorporated in Delaware and headquartered in Orlando, Florida.

Why It Matters

This filing indicates a significant new development for Innventure, Inc., potentially impacting its business operations and future strategy.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks depending on the nature of the agreement.

Key Numbers

• 001-42303 — SEC File Number (Identifies the company's filing history)
• 93-4440048 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• Innventure, Inc. (company) — Registrant
• Learn SPAC HoldCo, Inc. (company) — Former company name
• October 2, 2025 (date) — Earliest event reported
• October 6, 2025 (date) — Filing date
• 6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share INV The Nasdaq Stock Mark
• $6.00 — , the " Warrant Shares ") at a price of $6.00 per share of Common Stock and one Serie
• $8.00 — es A Warrants have an exercise price of $8.00 per share, will be exercisable any time
• $0.01 — redeemable by the Company at a price of $0.01 per Series A Warrant if the last sales
• $15.00 — Stock has been equal to or greater than $15.00 per share (subject to adjustment for sp
• $9.75 million — any from the Offering are approximately $9.75 million before deducting fees and other estimat
• $25,000,000 b — any from the Closing were approximately $25,000,000 before deducting financial advisor fees a
• $36.4877 — of conversion. The "Issue Price" means $36.4877 per unit, subject to appropriate adjust
• $20,000,000 — indebtedness by Accelsius in excess of $20,000,000 in a single transaction or series of re

Filing Documents

• ef20056646_8k.htm (8-K) — 42KB
• ef20056646_ex4-1.htm (EX-4.1) — 102KB
• ef20056646_ex10-1.htm (EX-10.1) — 239KB
• 0001140361-25-037342.txt ( ) — 592KB
• inv-20251002.xsd (EX-101.SCH) — 4KB
• inv-20251002_lab.xml (EX-101.LAB) — 22KB
• inv-20251002_pre.xml (EX-101.PRE) — 16KB
• ef20056646_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Innventure Private Placement On October 3, 2025, Innventure, Inc. (the " Company ") entered into subscription agreements (the " Subscription Agreements ") with certain investors (the " Investors "), pursuant to which the Company agreed to sell to the Investors, in a private placement, an aggregate of 1,625,235 shares of the Company's common stock, par value $0.0001 per share (" Common Stock "), and Series A warrants to purchase an aggregate of 1,625,235 shares of Common Stock (the " Series A Warrants, " and the shares of Common Stock issuable upon exercise of the Series A Warrants, the " Warrant Shares ") at a price of $6.00 per share of Common Stock and one Series A Warrant (the " Offering "). The Series A Warrants have an exercise price of $8.00 per share, will be exercisable any time on or after April 6, 2026 (the calendar day following the six month anniversary of the date of issuance), will expire on October 3, 2030 and are redeemable by the Company at a price of $0.01 per Series A Warrant if the last sales price of the Common Stock has been equal to or greater than $15.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any twenty (20) trading days within a thirty (30) trading day period commencing after the Series A Warrants become exercisable. The sales of the securities pursuant to the Subscription Agreements closed on October 3, 2025. The gross proceeds to the Company from the Offering are approximately $9.75 million before deducting fees and other estimated offering expenses. As part of the Subscription Agreements, the Company is required to prepare and file a registration statement (the " Registration Statement ") with the Securities and Exchange Commission (the " Commission ") under the Securities Act, covering the resale of the Shares and the Warrant Shares. The Company is required to have such Registration Statement declared effective by

01

Item 8.01 Other Events. JCI Investment in Accelsius On October 2, 2025 (the " Closing " or " Closing Date "), Accelsius Holdings LLC (" Accelsius "), a subsidiary of the Company, issued and sold to Johnson Controls, Inc., a Wisconsin corporation (" JCI "), 685,163 units of Accelsius's Series B-1 Units (the " Series B-1 Units "). The gross proceeds to the Company from the Closing were approximately $25,000,000 before deducting financial advisor fees and other estimated offering expenses. Accelsius will use the proceeds from the sale of the Series B-1 Units for general company purposes. Upon consummation of the Closing, certain outstanding convertible notes and other indebtedness of Accelsius that is automatically convertible into equity securities of Accelsius will automatically convert into equity securities of Accelsius in accordance with their terms. The Series B-1 Units are convertible at any time and from time to time into Accelsius's Class A Common Units by dividing the Series B-1 Unit's Issue Price (as defined below) by the Conversion Price (as defined below) in effect at the time of conversion. The "Issue Price" means $36.4877 per unit, subject to appropriate adjustment in the event of any unit dividend, unit split, combination or other similar recapitalization with respect to the applicable Series B-1 Units. The "Conversion Price" shall initially equal $36.4877 and will be subject to certain adjustments. The securities have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and may not be offered or sold absent registration or an applicable exemption from registration requirements. Rights Provided to JCI In connection with the Closing, Accelsius amended its limited liability company agreement (" Operating Agreement ") to provide for certain rights to JCI with respect to the Series B-1 Units. Management Rights For so long as JCI and its affiliates continue to beneficially own an aggregate of at least 50% of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 4.1 Form of Series A Warrant 10.1^ Form of Subscription Agreement 104 Cover Page Interactive Data File (in Inline XBRL format) ^Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Innventure, Inc. agrees to furnish a copy of any omitted schedule to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INNVENTURE, INC. By: /s/ David Yablunosky Name: David Yablunosky Title: Chief Financial Officer Date: October 6, 2025

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View this 8-K filing on SEC EDGAR