INV 8-K
Innventure, Inc. (INV)
8-K
2025-03-10
For: 2025-03-07
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6900 Tavistock Lakes Blvd, Suite 400
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Orlando,
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (321 ) 209-6787
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On March 7, 2025, Innventure, Inc. (the “Company”) made available an updated corporate presentation that may be used by the Company in discussions with
certain of its securityholders and other persons. The slide presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description of Exhibit
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Innventure, Inc. presentation to investors
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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INNVENTURE, INC.
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Date: March 7, 2025
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By:
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/s/ David Yablunosky
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Name: David Yablunosky
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Title: Chief Financial Officer
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Exhibit 99.1

March 7, 2025 Innventure Presentation

Disclaimer 2 The material that follows is a presentation ("Presentation")
of information about Innventure, Inc. and its subsidiaries (together referred to herein as "Innventure," the "Company," "us," "our," or "we") as of the date of this presentation. The Presentation does not purport to contain all
information that may be required or desired by a party interested in investigating the Company, its business or prospects, and it shall not be deemed to be a complete description of the state of affairs of the Company historically, at its
stated date or in the future. None of the Company or any of its respective affiliates, officers, directors, employees, representatives or agents make any representation or warranty, express or implied, as to the accuracy, completeness or
reliability of the information contained in this Presentation. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of
a written definitive agreement. This Presentation was prepared solely for informational purposes and does not constitute, and is not to be construed as, an offer, or invitation, or solicitation of an offer, to subscribe for or purchase or
sell any securities. Likewise, it does not give and should not be treated as giving investment advice, and it has no regard to the specific investment objectives, financial situation or particular needs of any recipient. Neither this
Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Caution Regarding Forward-Looking Information This Presentation contains forward-looking statements, including statements
regarding the Company’s, its subsidiaries’ or its management's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the anticipated benefits of the technology that its subsidiaries
intend to develop and commercialize, growth and performance expectations, the commercialization of products and services, and long-term goals. Any statements contained herein that are not statements of historical fact are forward-looking
statements. Forward-looking statements appear in a number of places in this Presentation. 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. These
forward-looking statements are based on the current expectations and beliefs of the management of the Company in light of 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-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the SEC by the Company, and the
following: expectations regarding the Company’s and its subsidiaries’ strategies and future financial performance, including their 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 their ability to invest in growth initiatives;

Disclaimer (cont.) 3 operational risks related to the Company’s
subsidiaries that have limited or no operating history; the implementation, market acceptance and success of the Company’s and its subsidiaries’ business models and growth strategies; the Company’s and its subsidiaries’ future capital
requirements and ability to obtain sufficient funding for operations and future growth and to continue as a going concern; developments and projections relating to the Company’s and its subsidiaries’ competitors and industry; the risk
that the technology solutions that the Company’s subsidiaries license or acquire from third parties or develop internally may not function as anticipated or provide the benefits anticipated; the ability of the Company and its
subsidiaries to successfully commercialize technology solutions in a timely and cost-effective manner or at all; the ability of the Company’s subsidiaries to scale their operations; the ability of the Company and its subsidiaries to
establish substantial commercial sales of its products; the risk that the launch of new companies distracts the Company’s management from its other subsidiaries and their operations; the ability of the Company and its subsidiaries to
compete against companies with greater capital and other resources or superior technology or products; the ability of the Company and its subsidiaries to sufficiently protect their intellectual property rights, and to avoid or resolve in
a timely and cost-effective manner any disputes that may arise from time to time relating to their use of intellectual property; the risk of a cyber-attack or a failure of the Company’s or its subsidiaries’ information technology and
data security infrastructure; the risk that the Company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrictions on its activities, which may make it
difficult to operate or to execute its growth plans; limited liquidity and trading of the Company’s securities; the ability of the Company and its subsidiaries to meet, and continue to meet, applicable regulatory requirements related
their businesses; the outcome of any legal or regulatory proceedings to which the Company may become a party; geopolitical risk and changes in applicable laws or regulations; and the possibility that the Company may be adversely
affected by other economic, business, and/or competitive factors.

Disclaimer (cont.) 4 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 subsequent written and oral forward-looking statements concerning
the Company and the Innventure Companies or other matters addressed in this Presentation and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained
or referred to in this Presentation. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this
Presentation or to reflect the occurrence of unanticipated events. Risk Factors The risks discussed and identified in the public filings made or to be made with the SEC by the Company and those outlined above are certain of the general
risks related to the business of the Company and its subsidiaries, and such list is not exhaustive. The occurrence of one or more of the events or circumstances identified as risk factors, alone or in combination with other events or
circumstances, may have a material adverse effect on the business, cash flow, financial condition and results of operations of the Company and its subsidiaries. The Company may face additional risks and uncertainties that are not
currently known, or that are currently deemed immaterial, which may also impair the Company’s and its subsidiaries business, prospects, financial condition or operating results. Potential investors are encouraged to perform their own
investigation with respect to the business, prospects, financial condition and operating results of the Company and its subsidiaries. Market and Industry Data Certain market, industry and other data used herein have been obtained or
derived from third-party sources and publications as well as from research reports prepared for other purposes. Although the information from these third-party sources is believed to be reliable, none of the Company or its management has
independently verified the data obtained from these sources, and no assurances can be made regarding the accuracy or completeness of such data. Forecasts and other forward-looking information obtained from these sources are subject to the
same qualifications and the additional uncertainties regarding the other forward-looking statements contained herein. Trademarks In addition to trademarks, service marks, trade names, copyrights and logos of Innventure and its
subsidiaries contained herein, this presentation contains trademarks, service marks, trade names, copyrights and logos of other companies, which are the property of their respective owners. Unless otherwise stated, the use of these other
trademarks, service marks, trade names, copyrights and logos herein does not imply an affiliation with, or endorsement of the information contained herein by, the owners of such trademarks, service marks, trade names, copyrights and
logos.

Innventure – A Technology Commercialization Company 5 Aggregate enterprise
value as of February 2, 2025. Source: FactSet Such technology has been demonstrated as a proof of concept but has not yet been scaled or commercialized. Source: FactSet Who We Are A company that collaborates with MNCs and seeks to
create businesses that we believe have the potential to achieve target enterprise values of $1B+ A Innventure founds, funds, operates, and scales companies in strategic collaboration with multinational corporations (“MNCs”). We source
technology solutions from R&D teams, channel partners, and innovation networks seeking value from their innovations and who believe Innventure's model presents a promising alternative for achieving the full commercial potential of the
technology. What We Offer Valued collaborator to MNCs that commercializes technologies with anticipated market needs, offering strategic benefit to the MNCs upon adoption of the technologies B How We Identify
Opportunities Proprietary DownSelect™ analysis has the potential to reduce failure rate and enhance economic return profile C MNC Technology Solution Relationships Extensive pipeline of technologies from relationships with MNCs that
have a combined enterprise value of nearly $242 billion(1) across numerous industries D Focus on Growth Track record of value growth across various proven high demand technologies(2) E ™

Innventure at a Glance 6 PureCycle Technologies became public in 2021
(Nasdaq “PCT”); Innventure no longer has an economic interest in PCT. Aggregate enterprise value as of February 2, 2025. Source: FactSet A Leveraging market data from MNCs, Innventure identifies technology solutions that present
opportunities to launch businesses that we believe have the potential to achieve enterprise values of $1B+ Innventure acquires or licenses technology solutions, funds the commercialization, and launches and scales new “Innventure
Companies" Innventure has an established network of MNCs interested in collaborating with Innventure to monetize new technology solutions Innventure maintains control as part of a "Disruptive Conglomerate Model" Four companies launched
since Innventure's inception: PureCycle Technologies (Nasdaq: PCT), AeroFlexx, Accelsius, and Refinity Innventure Company Technology New Company #5, #6, … Technology #5, #6, … MNC Collaborator Nokia 2015 Procter &
Gamble (1) 8 Current MNCs showing technologies to be commercialized with aggregate enterprise value of nearly $242 billion(2) 2018 2022 2024 2025+ NASDAQ: PCT Procter & Gamble Dow Thermal Management Liquids
Packaging Polypropylene Recycling Waste-to-Value Recycling ™ Dow Innventure founds, funds, and operates companies around transformative, sustainable technology solutions in collaboration with multinational corporations (MNCs),
channel partners, or innovation networks.

Our View of What Differentiates Innventure’s Model 7 A Liquidity for
Investors Investor/LP Time Constraint Ability to Redeploy Cash Flow Launched Companies’ Expected Success Rate Operational Expertise Cost Basis Innventure creates companies that are designed to reduce risk: (i) they serve an expected
market need informed by proprietary MNC data, (ii) they own or license developed technology with significant time and capital previously invested by the technology source, and (iii) they have an expected built-in customer channel (via the
MNC) Venture Capital Traditional Private Equity MNCs X X Significant Significant Limited None X X Low Medium Low High Limited Limited Mature products and technology Early and growth stage, disruptive products and
technology Low High / Leveraged High Near-Zero

What Makes Innventure Unique 8 A Innventure founds, funds, and operates
companies around transformative, sustainable technology solutions in collaboration with multinational corporations (MNCs), channel partners, or innovation networks. Acquire or license a proven technology(1) that addresses an expected
unmet need Built-in channel to market through MNC accelerates adoption of technology Founder stage owner-operators can potentially create substantial financial leverage Significant monetary and time investment by technology source in
each technology PCT(2) has long-term supply agreements with P&G and other global partners 29.2X Return on PCT(2) (3) ™ Such technology has been demonstrated as a proof of concept but has not yet been scaled or
commercialized. PureCycle Technologies became public in 2021 (Nasdaq “PCT”). Innventure no longer has an economic interest in PCT. Calculated based upon PCT's closing share price on Dec. 31, 2024 and illustrative of an investor's return
if they had invested in PCT at inception and exited on Dec. 31, 2024.

Companies Created by Innventure 9 A Ironton Production
Plant (1) Westchester Facility Filling Machines Cooling System Demonstration VTT Pilot Testing Facility (1) PureCycle Technologies became public in 2021 (Nasdaq “PCT”). Innventure no longer has an economic interest in PCT. ™

Benefits to Multinational Companies 10 B MNCs invest hundreds of billions
of dollars annually in Research & Development – much of that is not commercialized (1) Source: 2023 FDI Intelligence https://www.fdiintelligence.com/content/feature/global-innovation-leaders-2022-edition-82527 (2) Source: 2020
National Science Foundation (NSF) report (3) Following PureCycle’s deSPAC transaction, it had an estimated post-transaction equity value of approximately $1.2 billion MNCs invest in R&D to access the value of a particular
technology Innventure commercializes technologies from MNCs, providing strategic benefit to the MNCs via adoption of the technology ~$1B MNCs spend trillions developing new technology each year But they only commercialize a small
fraction of promising projects The opportunity: Systematically acquire or license these technologies and launch successful businesses Many projects are not commercialized, even after millions are spent on technical development,
de-risking, and market analysis Innventure takes a data-and- value-driven approach using proprietary access to partner data to identify and acquire what we believe are valuable technologies and to scale them into successful
businesses Equity value created at Innventure Companies since founding (3) >70% (2) Percentage of multinational companies’ high-value technologies that remain uncommercialized The top 100 companies in industrial R&D spending
invest >$720B each year, growing by 15% YoY(1) >$720B A growing amount of which is in the technology sector

11 (1) Such technology has been demonstrated as a proof of concept but has
not yet been scaled or commercialized. Innventure’s Disruptive Conglomerate Model vs. Venture Model B Venture Capital Company Creates a new technology and takes all risk that it will ultimately work Innventure starts with a proven
technology(1) developed by an MNC, channel partner, or innovation network Technology Funds riskiest portion of R&D spend, which is the development and validation of the technology Benefits from the capital and time the technology
source has already invested into tech development and validation Funding Profile Organically builds a customer base from scratch Expected built-in customer base in the MNC (as well as its peers) Customer Base &
Commercialization Company Lifecycle (Technology Development Through Commercialization) (Later Stage/Lower Risk) MNC (Earlier Stage/Higher Risk) T = 0 NET CASH POSITION TIME SINCE INCEPTION Innventure provides potential for
economic returns with a later-stage risk profile

The Closed Loop Model 12 B Systematic efforts to mitigate risks inherent
in creating and growing high growth, disruptive companies Innventure’s Closed Loop Model is designed to mitigate risk and serve as a value creation flywheel Access Advantage Access to technology solution that is available through MNC,
channel partner, or innovation network Early Customer Adoption The MNC is motivated to catalyze early adoption by becoming an early customer and/or facilitate the initial customer base to drive financial and strategic
value Institutional Data Set Deep MNC market knowledge related to the unmet market need, technology solution, industry value creation, market size, and channels of distribution Developed Technology Solutions Funded beyond proof of
concept, strong intellectual property strategy and early tailored technical support Early Customer Adoption Access Advantage Institutional Data Set Developed Technology Closed Loop Model 1 2 3 4

Proven Industrial Technology(1) Commercial-grade technology solutions with
the potential to enable significant, additional quantifiable value opportunities Path to Economic Return Targeting opportunities that we believe have the potential for billion+ dollar outcomes The Innventure Strike
Zone 13 B Innventure’s data-centric approach is designed to reduce principal risk to scaling and execution Risk-Mitigated Business Seeking proven technologies(1) that have with risks that have been significantly mitigated by MNC
partners with benefit of market data Unmet Customer Need Leverage MNC data and built-in adoption to confirm market demand and identify early customers, reducing risk for the go-to-market pathway (1) Such technology has been
demonstrated as a proof of concept but has not yet been scaled or commercialized. ™

Innventure’s DownSelect Analysis 14 C Seeks to identify a significant
unmet market need with a transformative technology solution that generates meaningful economic value (for both NewCo and MNC) and has a derived, strategic path to market adoption through the MNC – completing the Closed Loop
Model Innventure Value Creation Newco is positioned for potential value creation Screen Four Opportunity Ingredients: MNC collaborator, significant market need, breakthrough technology solution, and strategic business model Identify,
Assess, and Prioritize an Opportunity’s Critical Success and Risk Factors and develop a plan for in-depth systematic evaluation and development to quantify value, address critical factors for success of a prospective new business, and
mitigate risks Comprehensive Review Across All DownSelect® Quality Characteristics, with a core focus on quantitative analysis and strategy of the immediate new value created for customers, which leads to the business model and initial
strategy Set the initial strategy, including go-to-market and initial business plan, for the Innventure Company, secure control of the technology via licensing or ownership, and create the new company Recommendation Made to Innventure
Board of Directors on Innventure Company Formation ™

Cumulative number of technologies reviewed based on relationships with MNCs
and/or their channel partners since inception Technology Pipeline by Phase Since Inception 15 D Innventure Value Creation * See Appendix (1) 321 147 35 11 4 - PureCycle - AeroFlexx - Accelsius - Refinity Pipeline narrowed
through DownSelect Quality Scoring* (1) As of 1 jan25

Drivers of the Innventure Opportunity 16 D Technology constantly changes
business across a diverse set of use-cases. Innventure has extensive experience screening technologies for commercialization to meet expected unmet market needs. Key market drivers and markets in need of a technology solution are what
feed the initial stage of DownSelect Innventure Value Creation Markets in Need of Technology Solutions Consumer Retail, Packaging & Distribution Data Infrastructure & Telecommunications Industrial Manufacturing &
Operations Clean Energy Industrial Agriculture & Chemical Applications Healthcare & Life Science Services Economic Value to Customers Drive Business & Profit Goals Revenue capture in new categories and price points Meet
current & evolving customer needs Operating Margin Optimization of input, labor, energy, and distribution costs Improved scale and throughput Market competition Supply chain insulation Sustainability & regulatory
compliance Top Line Growth Risk Management ™

Illustrative Innventure Company Creation Timeline 17 D Symbiotic
relationship with MNCs creates potential value for both parties Innventure Value Creation Company Creation Target and build relationships with MNCs Evaluate opportunity via DownSelect: Test technology’s business viability using MNC
data Evaluate market and operational risk factors Forecast initial investment timeline and cash flows Commercialize the technology and scale the business: Execute operating plan and scale production Expand customer set to capture
market share MNC invests significant time and money into developing a technology and gathering market data; Innventure’s value as the catalyst to commercialize technology may be driven by the following MNC friction points: Inability or
lack of appetite to fund No internal sponsor and/or equipped operator Non-core to company strategy Not of critical mass to impact MNC financials Inefficient org-structure to develop a new company Innventure Company Launch: Build
foundation and infrastructure Feature expected embedded revenue opportunity via MNC relationship Innventure stockholders may benefit through value creation at the new Innventure subsidiary MNC may realize economic benefits such
as: Revenue and/or expense synergies for core business Company-specific economic incentives (e.g. royalties) ™

Execution Seasoned leadership team with entrepreneurial, operational, and
capital markets expertise in early-stage companies from inception through commercialization Adoption MNCs catalyze early market adoption by becoming initial customer and/or providing channel access Macro/Market Level DownSelect
assessment conducts deep diligence on the technology solution and the market factors that could lead to its success and early adoption by MNCs Technology Access to advanced technology solution with robust patent
protection Origination Leverage MNC proprietary market knowledge of unmet need Risk Considerations and Mitigation 18 D Risk Considerations Mitigation Strategies

PureCycle Technologies became public in 2021 (Nasdaq: “PCT”) Innventure no
longer has an economic interest in PCT. Pitchbook as of Dec. 31, 2024. Calculated based upon PCT's closing share price on Dec. 31, 2024 and illustrative of an investor's return if they had invested in PCT at inception and exited on
Dec. 31, 2024. PureCycle Case Study 19 E PureCycle (“PCT”) was the first company launched by Innventure with a $1B+ enterprise value Company Description Relevant History Innventure Monetization First Pilot Plant
Operational First Commercial Plant Funded (1) Launch Public Listing via deSPAC Multinational Corporation P&G Current Enterprise Value(2) ~$2.08 Billion Patented recycling process removes color, odor and other contaminants
from plastic waste feedstock to transform it into Ultra-Pure Recycled Polypropylene (“UPRP”) resin with virgin-like properties PCT plants have long-term supply agreements with P&G and other global partners PCT expects its recycled
polypropylene to consistently achieve a price premium over virgin polypropylene PureCycle, the first Innventure Company, validates the Innventure business model and provides tangible proof point of Innventure’s multi-billion-dollar value
creation strategy. 2019 2020 2015 2021 Innventure created value by developing holdings that were monetized in connection with a deSPAC transaction that resulted in PCT being a public company with an estimated post-transaction value
of approximately $1.2B. Returns were distributed to shareholders and were subject to their respective lock-ups. Innventure no longer has an economic interest in PCT. 29.2x Return on PureCycle(3) (1)

AeroFlexx Case Study 20 E Company Description Milestones Multinational
Corporation (1) May not be recyclable in all communities. Check locally P&G AeroFlexx has exclusive rights to commercialize the technology globally. Innovative Liquid Package Revolutionary liquids packaging solution that combines
the benefits of both rigid and flexible packaging into a single offering Sustainable Solution Sustainability benefits that are expected to eliminate 50-70% of plastic used in an equivalent rigid package, potentially up to 85% less
virgin plastic than with recycled content and can be curbside recyclable(1) Health & Safety at the Forefront of Design Designed with hygiene in mind with tamper proof packaging to keep products safe Built for E-Commerce Supply
Chains Allows seamless adoption into E-commerce channel for liquid products and addresses a significant supply chain challenge Fills Market Need Solves a clear market need for customers and brands while enhancing the overall consumer
experience Proprietary Integrated Valve Eliminates the need for discrete closures, removes the need for pumps, and enhances the consumer use experience Proprietary Air Frame Provides structural rigidity throughout entire package
lifecycle, including end of life collection and sortation P&G develops technology Recyclability achieved First Commercial Line Curbside recyclable pack available (1) Pilot manufacturing capability
launched 2018 2018 2022 2021 2023

Data center electricity consumption was estimated in 2022 to be in the range
of 240 to 340 TWh, around 1% to 1.3% of total electricity consumption.(5) Accelsius Case Study 21 E Company Description Accelsius Drives Wide Range of Expected Efficiencies Data Center Electricity Use (MWh) (1) (2) & (4)
Source: The Green Grid’s TCO v3 Calculator (3) Source: Science Direct https://www.sciencedirect.com/science/article/pii/S1876610217306331 (5) Source: IEA, World Energy Outlook 2024, Data Center Energy Consumption Section (6) Source:
https://www.datacenterknowledge.com/cooling/data-center-cooling-market-to-top-16b-in-2028-research-indicates Nokia Groundbreaking Two-Phased Technology Accelsius groundbreaking NeuCool Platform employs a two-phase, direct-to-chip
liquid cooling method, with 49% expected reduction in energy usage (1) vs electricity used for legacy air cooling systems and opportunity to increase the number of servers in racks Current Technology at Limits Replaces current
air-cooling technology that is approaching its limits and requires a significant amount of unused floor space Easy Integration Flexible configurations fit standard server racks & servers agnostic of current datacenter configuration
and infrastructure Multinational Corporation Data center cooling market projected to reach $16.8B by 2028, with liquid cooling emerging as biggest technology in the sector. (6) Cooling accounts for 40% of a data center’s energy
consumption (3) 59% 10-year TCO Savings Compared to Air Cooling(2) AI services such as ChatGPT use .5L of water for up to 50 prompts 49% Expected Reduction in Energy Usage(4) Zero Water
Consumption 0 2,500 5,000 7,500 10,000 Typical Data Center Accelsius Cooled Data Center 49% Reduction Capacity Based on 100,000 sq ft Data center

Today, only 9% (or 240M tons/year) of produced plastic is recycled, with
most ending up in landfills or as litter.(1) Refinity is focused on the other 91%. Refinity is licensing patented Fluidized Bed Process Technology licensed from VTT Technical Research Institute of Finland. This technology is expected
to convert a wide range of abundant, low-cost mixed plastic waste that would otherwise be landfilled or incinerated to desired drop-in chemical products – at a significantly higher yield. We believe that Refinity’s plastic recycling
technology will enable true global circularity. 22 The Refinity Opportunity Expected Benefits at Every Phase of Recycling Dow Our collaboration with Dow is expected to help us optimize our operations for integration with typical
petrochemical plant operations. We plan to explore siting and plant integration options, seeking to leverage Dow’s infrastructure and lower our overall costs. Multinational Corporation Utilizes plastic waste that would otherwise be
landfilled or incinerated Minimal sorting required Intake Proprietary application of fluidized bed technology Anticipated high-yield conversion of waste to valuable drop-in chemicals Conversion Tunable output should produce
sustainable liquids or gases Replaces fossil feedstocks at petrochemical plants Output Benefit Benefit Benefit Abundant access to new sources of plastic feedstock Significantly lower cost than current feedstock Lower operating
costs expected Lower capital costs expected Anticipated 2-3X higher yield vs. conventional pyrolysis Tunability expected to allow creation of whatever is in highest demand Flexible plant siting should drive scalability Refinity Case
Study E (1) Source: United Nations Environment Programme (UNEP) report 2022 "Turning off the Tap: How the world can end plastic pollution and create a circular economy."

Timeline for Innventure Companies 23 E Repeatable methodology and track
record of building highly valued companies within several years of launch YEAR 0 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6+ No current economic interest Technology sourced P&G Patents filed Secured feedstock & offtake
agreements Tech Validated – FEU production line completed Ironton Plant produces first pellets Ownership: ~31% Technology sourced P&G Pilot manufacturing capability launched Ownership: ~55% Technology sourced Nokia Patents
filed Ownership: ~70% Collaboration announced Dow VTT Technology sourced Fameccanica partnership to scale technology West Chester HQ opened Commercial line installed Recyclability patent granted Commercial production ability
reached Optimized design & beta testing Announce sales in Q4 PCT becomes public through deSPAC at $1.2B valuation (NASDAQ: PCT) ™ Values as of Feb 26, 2025

Sustainability as a Value Driver 24 E Helping MNC partners unlock
economic value while achieving sustainability targets Evidence of our ability to operate sustainably PureCycle(1) – Purifies and recycles post-industrial and post-consumer polypropylene waste back to a like virgin grade polymer,
usable across a broad range of applications and markets AeroFlexx – May use up to 85% less virgin plastic compared to standard rigid bottles to create a liquid packaging solution that is curbside recyclable(2) Accelsius – Cooling
solution designed to maximize capacity, reduce operating costs, and increase energy efficiency for server, switching, and edge environments Refinity – Mission to scale and commercialize technologies aimed at converting mixed waste,
including hard-to-recycle plastic waste, to petrochemical feedstocks. Sustainable chemicals produced by Refinity will serve as direct replacements for existing fossil fuel-based feedstocks. Responsibility Innventure helps MNC partners
meet their sustainability goals by building companies around technology solutions Economic Value Driver Material sustainability issues create new markets and are primary drivers of revenue, cost, and risk that impact value creation for
long-term business performance Core Model Strength We believe continuous sustainability assessment, management, adherence and improvement processes strengthen Innventure’s core model to systematically build transformative
businesses Agnostic Advantage Evaluating MNC technologies for their potential to address unmet need, rather than starting with a particular lens on which issues to solve, allows for broader value creation potential Economic viability
is a key component of sustainability PureCycle Technologies became public in 2021 (Nasdaq: “PCT”). Innventure no longer has an economic interest in PCT. May not be recyclable in all communities. Check locally.

Leadership – Executive Committee 25 E David Yablunosky Chief Financial
Officer and Chief Accounting Officer David’s finance career spans over 30+ years with large public and private multinational corporations. Prior to Innventure, David was Chief Financial Officer of Embraer Aircraft Holding, Inc., the U.S.
subsidiary of the Brazilian aerospace and defense conglomerate Embraer, SA. He was also CFO and Board Member of Embraer Executive Aircraft, Inc., and Board Member of Embraer Defense and Security, Inc. Over his career David has worked for
large MNCs such as Ford Motor Company, Ford Credit, Office Depot, Oxbow Carbon LLC, and Embraer. Before his career in finance, David served nine years in the U.S. Navy and worked in the Pentagon on General Colin Powell’s staff. David
holds a B.S. in Mathematics from the U.S. Naval Academy and an MBA in Finance from the University of Maryland. He also holds a graduate-level certificate in Accounting from the Harvard University Extension School and has completed the
Advanced Management Program at the Harvard Business School. Bill Haskell Chief Executive Officer Bill serves as Chief Executive Officer for Innventure. Previously, he was a co-founder and President of XL TechGroup that created the
foundational business building methodology upon which Innventure is based. Bill has worked with the key principals of Innventure for over 20 years. He has also served as a public company CEO and has been a director of over a dozen private
and public companies. Prior to joining Innventure in 2021, Bill was a partner at a boutique investment bank focused on converting private companies into employee-owned enterprises. He has over 30 years of experience in company creation
and development. In addition to being a Director of Innventure, Bill serves as Chairman of Accelsius and is a Director of AeroFlexx – two partnership companies created by Innventure. Bill holds a B.S. degree in engineering and conducted
post graduate work in applied mathematics at Iowa State University. Dr. John Scott Co-founder, Chief Strategy Officer John is an Innventure Co-founder, member of the Investment Committee, and serves in a strategy role at Innventure.
Prior to co-founding Innventure, John served as Founder and CEO of XL TechGroup where he developed the DownSelect Method that Innventure uses today to vet disruptive technologies from top Multinational Corporations (MNCs) and their
associated business opportunities. John also served as an academic scientist at numerous universities and government labs including the Universities of Maryland, North Carolina and Arizona, as well as the NASA Goddard Space Flight Center.
He earned his Ph.D. in Physics and Astrophysics from the University of Arizona and has published over 60 academic papers. Mike Otworth Co-founder, Executive Chairman Mike is an Innventure Co-founder and currently serves as Executive
Chairman of the Board and in an international role at Innventure. Mike was the Founding CEO and Chairman of the Board of PureCycle (PCT), an Innventure Company, from 2015-2022. Mike and team took PCT from early-stage concept to
operational pilot, fully funded first commercial plant, followed by a successful public offering in March of 2021. Prior to Innventure, Mike served as President and Founding Partner of Green Ocean Innovation for six years a company that
provided technology sourcing, innovation strategy, and development services to Lilly/Elanco Animal Health. Mike also served as Vice- President and Founding CEO of multiple start-ups at XL TechGroup. Mike began his career on Capitol Hill
working as a legislative aide and committee staff member in the U.S. House of Representatives. Roland Austrup Chief Growth Officer In addition to his Innventure role, Roland serves as Chairman of WaveFront Global Asset Management
Corp., a Toronto-based global hedge fund company he co-founded in 2003. Roland is also a founding Director of Envest Corp., a downstream energy company, and an Advisory Board member of both the Master of Quantitative Finance program at
the University of Waterloo and First Tracks Capital, a Canadian private equity firm. Roland was an Investment Advisor with BMO Nesbitt Burns Inc. and began his career as a Commodities Broker with ScotiaMcLeod Inc., hedging commodity price
risk for corporate clients. Roland holds a B.A. with Honors from the University of Western Ontario.

Colin Scott Senior Vice President, DownSelect® Colin leads Innventure’s
DownSelect process – our proprietary, systematic methodology to evaluate opportunities to commercialize transformative, but proven, technology solutions that meet significant market needs; select the most viable opportunities; and use the
analysis to construct a roadmap to launch and develop Innventure Platform Companies that execute those plans with a high probability of success. Previously, he held executive positions in private equity growth and startup ventures. Colin
spent the first 10 years of his career with XL TechGroup (XLTG), where he managed the DownSelect process before becoming a member of serial management teams for various XLTG NewCos in renewable fuels and medical diagnostics. Colin earned
an MBA in Strategy and Entrepreneurship from UNC Kenan-Flagler Business School, and he graduated with a major in Electrical Engineering and minor in Physics from Duke University. Lucas Harper, CAIA Chief Investment Officer, Investment
Committee Lucas is a member of the Investment Committee and serves as Chief Investment Officer of Innventure and brings over 20 years of experience in managing investment teams, building companies / business units and the seeding and
buildout of multiple investment platforms and investment products for both large institutional investment and start-up organizations. Prior to joining Innventure, Lucas held a Principal role at Santa Monica Capital Group as well as
serving as President & CEO of Ocean Avenue Investment Partners. He earned his B.A. in Economics from the University of California at Santa Barbara, is a Chartered Alternative Investment Analyst (CAIA) and currently holds a Series 7
and Series 63 license. Suzanne Niemeyer General Counsel Suzanne serves as General Counsel at Innventure. She has over 25 years of experience providing legal counsel to public and private companies. She has experience advising private
equity firms and technology companies with respect to the evaluation, structure and negotiation of complex investment and commercial transactions, as well as regulatory and corporate matters. Most recently, she was the General Counsel and
Corporate Secretary for Magis Capital Partners, an operational venture capital company with a focus on fintech solutions. Previously, she served as a Managing Director, General Counsel and Corporate Secretary of Actua Corporation, a
publicly traded company that acquired and operated a portfolio of software-as-a-service businesses. Suzanne began her career at Dechert LLP, a global law firm. She holds a B.A., cum laude, from Duke University and a J.D., cum laude, from
Georgetown University Law Center. Leadership 26 E

Innventure’s Economic Sustainability Playbook 27 E Process for
systematically scaling our businesses Identify Technology Solutions MNC has invested millions of dollars over several years to develop technology solutions and understands unmet strategic market need Deploy World- Class
Team Innventure team led by executives with a track record of scaling technology businesses Commercialize MNC becomes early adopter of technology solution and/or provides endorsement to channel partners Evergreen Consolidated model
is expected to allow cash flows from operations to fund Innventure going forward

INNVENTURE COMPANIES

Package Circularity Package can incorporate up to 50% recycled content
without compromise AeroFlexx Overview 29 Virgin Plastic Avoidance Significant reduction by using up to 85% less virgin plastic compared to rigid bottle/cap alternatives Designed for E-Commerce & Retail ISTA-6 approved for
shipping liquids via e-comm channel. Pak eliminates damages from breakage/handling and saves costs from elimination of prep & materials Flexible Manufacturing No molds enables rapid adoption at a lower cost vs. traditional
bottles Get to market quickly for consumer feedback Capital efficient deployment with turnkey solutions for filling Logistics Improvements Ships flat before fillings Simplifies sourcing with consolidated supply chain Reduces transit
damage & shipping losses Brand Differentiation Wrap around canvas in full color to showcase brands Custom shapes & sizes capabilities Strong Value Proposition to Customers Superior Sustainability Benefits Curbside
Recyclability Curbside recyclable where plastic bottles are accepted(1) Lifecycle Analysis By eliminating excess packaging material in e-commerce, we believe AFX can deliver less waste to landfills, GHG reduction, and less water use
versus typical plastic bottle packaging (1) May not be recyclable in all communities. Check locally.

30 Jim Traut VP, Finance and Accounting Jim brings with him extensive
experience within finance and enterprise risk management environments. Before AeroFlexx, he co-founded and served as CEO of a cloud-based motion graphics video production start-up. Jim also worked for the H. J. Heinze Company for 24 years
in various global strategy, accounting, risk, control, audit, due diligence, and ethics leadership roles. Andrew Meyer Chief Executive Officer Andrew is the CEO of AeroFlexx and Serial CEO for Innventure. He brings with him extensive
experience in entrepreneurial environments having spent the last 15 years within 4 different venture-backed technology start-ups that included value-add exits such as an IPO and a trade sale to a strategic partner. Veronica Sebald VP,
Quality Control Veronica brings over 18 years in Quality and Manufacturing. Veronica's focus is establishing AeroFlexx’s Quality Systems, Control, and Assurance Plans. She is responsible for the Food Safety System development,
implementation and compliance to regulatory requirements. Cedric D’Souza Chief Technology Officer Cedric is the CTO of AeroFlexx and an entrepreneurial leader with an insatiable passion for leveraging technology to transform global
supply chains. Cedric has over 28 years of experience, leading culturally diverse organizations and project teams in Asia, Europe, Latin America, and North America. Over his career he has lived in 4 different countries. AeroFlexx
Executive Leadership

Accelsius Overview 31 Direct-to-Chip Cooling is in direct contact with
heat source, compatible with existing and new installations AI Cooling AI is driving 14GW of additional power needs through 2030(2) – the market opportunity for Accelsius is huge, using two-phase direct-to-chip liquid cooling for ultra
high heat fluxes. Embedded Semiconductors Increased software stack (including AI) requires higher performance chips, a rapidly growing market as AI grows Target Market Transformative Technology Two-Phase Transition from liquid to
vapor ensures larger heat dissipation (1) Source: Dell’Oro Group, https://www.delloro.com/news/ata-center-liquid-cooling-market-set-to-go-mainstream-and-top-15-b-over-the-next-five-years/ (2) Source:
https://www.energypolicy.columbia.edu/projecting-the-electricity-demand-growth-of-generative-ai-large-language-models-in-the-us/?utm_source=chatgpt.com& Data Centers Accelsius increases compute density while reducing the power usage
in a data center liquid cooling market that is set to top $15B over the next five years (2024-2028) (1)

32 Richard Bonner, Ph.D. Chief Technology Officer Dr. Bonner has over 18
years of industrial experience as a heat transfer researcher and advanced thermal product developer. He is a recognized expert in two- phase cooling and thermal issues as they relate to the energy-water nexus. Josh Claman Chief
Executive Officer Josh has over 30 years of leadership experience driving growth in Fortune 100 companies such as Dell and NCR and as a CEO in startups with successful exits. He is passionate about businesses that make a positive impact
to our world. Robert Wehmeyer Chief Financial Officer Robert has over 25 years of financial leadership experience with companies such as Dell and National Instruments. Prior to Dell, Robert worked at Westinghouse Motor Company,
Presidio Enterprises, and Arthur Andersen. Jeff Taus VP of Engineering Jeff brings extensive server systems engineering expertise from Dell. He has over 25 years of leadership experience delivering products in enterprise computing and
in the appliance and automotive industries, telco-focused edge servers, and in hyper-scale server deployments. Accelsius Executive Leadership Matt Cruce Chief Supply Chain Officer Matt brings expertise in managing complex global
supply chains with experience in Dell’s server division where he successfully minimized lead times and ensured parts availability. Prior to Dell, Matt worked at Lockheed Martin.

33 Company Description Refinity Technology licensed from VTT Expected
Differentiation from Incumbent Technologies Dow Dow will provide technical resources to support the engineering development and deployment of new waste-to-value processes and work with Refinity to identify preferred sites for future
commercial plant operations. Multinational Corporation On Dec. 18, 2024, Dow and Innventure announced plans to collaborate to develop and commercialize new waste-to-value technologies. The collaboration aims to enable globally scalable,
cost-effective conversion of mixed wastes to petrochemical feedstocks. Refinity plans to work directly with Dow to scale and commercialize technologies aimed at converting mixed waste, including hard-to-recycle plastic waste, to
petrochemical feedstocks. The sustainable chemicals produced by Refinity will serve as direct replacements for existing fossil fuel-based feedstocks. Patented fluidized bed (FB) conversion technology licensed from VTT Technical Research
Institute of Finland (VTT) VTT’s pilot plant is available for optimization and engineering studies Focus on using low-cost, abundant plastic waste that is currently landfilled or incinerated, with minimal sorting Proprietary
application of fluidized bed technology to convert plastic waste to drop-in chemicals at high yield Process tuning should allow flexible operation to produce sustainable liquids or gases that replace current fossil feedstocks and feed
petrochemical operations Refinity Overview

34 Refinity Executive Leadership Chief Executive Officer – Bill
Grieco Grieco previously served as Innventure’s Chief Technology Officer and is an entrepreneur, innovator, and business leader who has spent the last 25 years leading R&D and commercialization organizations in the chemical,
pharmaceutical, clean tech, and specialty materials industries. He holds a Ph.D. and Master’s degree from M.I.T., and a Bachelor’s degree from Georgia Tech, all in chemical engineering. Chief Operating Officer – Adam Javan Javan has
been a Serial CXO for Innventure and is a seasoned executive with over 25 years of running businesses at blue chip companies as well as startups. Prior to Innventure, Javan served as Chief Strategy Officer of a biotech startup company,
leading to a successful public offering in 2021. Javan has an MBA from the University of Michigan’s Ross School of Business and a Master’s degree in chemical engineering from the Royal Institute of Technology, Stockholm, Sweden. Chief
Technology Officer – Ignasi Palou-Rivera Ignasi is a leader in technology development and commercialization with over 25 years' experience in process development and scale-up, and techno-economic and sustainability assessment of new
technologies in the chemicals and fuels industries. Prior to joining Refinity, Ignasi was the Executive Director and CTO of the RAPID Manufacturing Institute®, where he led the institute's successful funding renewal with a new focus on
process technologies for sustainability and circularity in the process industries. Ignasi also teaches at the Illinois Institute of Technology in Chicago as an Adjunct Professor. He has a PhD in Chemical Engineering from the University of
Wisconsin-Madison and an Engineer's degree from the Universitat Politècnica de Catalunya (Barcelona Tech).


APPENDIX

Advantage Look for a breakthrough solution with competitive advantages that
we expect can be maintained over the long term to position the company for higher probability for success 37 DownSelect Quality Scoring Helps prioritize evaluation and development of opportunities by integrating information in an
iterative loop across five key interconnected factors Value Quantification of the expected immediate, new economic value created for potential customers, especially strategic value for MNC partner, which is critical and can predict
early adoption Timeline Timeline to market and scale that meets return goals and has development plan in place Capital Rigorous financial analysis that determines key milestones and capital requirements that we believe are necessary
to execute and create significant value Market Comprehensive assessment of market size, competitive dynamics and overall attractiveness ™ This content is referenced on slide 15