8-K
filed October 9, 2024, 7:59 PM ET
ticker INV
CIK 0002001557
M&A
confidence high
sentiment neutral
materiality 0.75
Innventure, Inc. (INV): M&A transaction — Innventure closes SPAC merger with Learn CW; begins trading as INV on Nasdaq
Innventure, Inc.
- Merger closed 10/2/24; Innventure members own 86.3% of 44,602,673 shares outstanding; 18,646,000 warrants issued.
- Public shareholders redeemed 8,310,747 shares for ~$91.7M from $103.1M trust; remaining $11.3M used for transaction expenses.
- Up to 5M earnout shares conditioned on Accelsius revenue >$15M, new subsidiary with MNC, or AeroFlexx revenue >$15M within 7 years.
- Series B preferred financing raised ~$11.0M gross (1,102,000 shares at $10 each); 8% PIK return, mandatory conversion after 5 years.
- Founding Investors retain board nomination rights scaled to ownership; initially up to 4 directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
James O. Donnally was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael Otworth was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Hutter departed as member of the Board at Innventure, Inc..
- Action
- ceased to serve
- Role
- member of the Board
Exact text from the filing
Robert Hutter ceased to serve as a member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Gregory W. Haskell was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Elizabeth Williams was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Yablunosky was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael Amalfitano was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Suzanne Niemeyer was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Daniel J. Hennessy was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bruce Brown was appointed as member of the Board at Innventure, Inc..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
each of Gregory W. Haskell, Michael Otworth, David Yablunosky, Suzanne Niemeyer, James O. Donnally, Bruce Brown, Elizabeth Williams, Daniel J. Hennessy, and Michael Amalfitano were appointed to the Board
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Innventure, Inc.: Adopted new Code of Conduct effective October 2, 2024 (effective 2024-10-02).
- Change
- code of ethics
- Effective
- 2024-10-02
Exact text from the filing
on October 2, 2024, the Board approved and adopted a new code of conduct applicable to all employees, officers and directors of the Company (the “Code of Conduct”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Innventure, Inc.: Adopted Amended and Restated Certificate of Incorporation effective October 2, 2024 (effective 2024-10-02).
- Change
- charter amendment
- Effective
- 2024-10-02
Exact text from the filing
adopted the Amended and Restated Certificate of Incorporation of Innventure, Inc. (as amended and restated, the “Charter”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Innventure, Inc.: Adopted Amended and Restated By-laws effective October 2, 2024 (effective 2024-10-02).
- Change
- bylaw amendment
- Effective
- 2024-10-02
Exact text from the filing
By-laws of Innventure, Inc. (as amended and restated, the “By-laws”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Innventure, Inc.: Learn CW and Holdco ceased to be shell companies upon consummation of business combination (effective 2024-10-02).
- Change
- shell status
- Effective
- 2024-10-02
Exact text from the filing
On October 2, 2024, as a result of the consummation of the Business Combination, each of Learn CW and Holdco ceased to be a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Innventure, Inc. underwent a change of control involving Learn CW Investment Corporation (closed 2024-10-02).
- Action
- change of control
- Counterparty
- Learn CW Investment Corporation
- Closing
- 2024-10-02
Exact text from the filing
On October 2, 2024 (the “Closing Date”), Learn CW Investment Corporation, a Cayman Islands exempted company (both prior to and after the Closing Date, “Learn CW”) and Innventure LLC, a Delaware limited liability company (“Innventure”), consummated the previously announced Business Combination
View on SEC.gov
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