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Item 1. Business

2026-03-30 compared with 2025-04-14 · 187 added, 130 removed, 328 unchanged (49% of the section changed)

Innventure founds, funds, and operates companies with a focus on transformative, sustainable technology solutions that we acquire or license from technology innovators.

These technology innovators are typically MNCs but need not be MNCs.

Innventure is an industrial growth conglomerate that founds, funds, and operates companies with a focus on commercializing transformative, sustainable technology solutions acquired or licensed from multinational corporations (“MNCs”) or other technology innovators (collectively, “Technology Solutions Providers”) with the intent to maximize value for investors and other stakeholders through positive cash flow generated through long-term ownership of our Innventure Companies (as defined below).

These Technology Solutions Providers are typically MNCs but need not be MNCs.

In connection with the founding of a new company, we look to establish a collaborative relationship with at least one MNC that (1) has expressed a need for, and an interest in using or distributing, the specific technology that we intend to commercialize and (2) we expect will become a channel partner capable of providing a path to market adoption, distribution and/or revenue for the new company.

This collaborating MNC, which we refer to as a channel partner, may be the entity from which we source the technology or it may be an unrelated entity.

As owner-operators, our goal is to take what we believe to be breakthrough technologies from evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as we build disruptive companies that we believe have the potential to achieve a target enterprise value of at least $1 billion.

As owner-operators, our goal is to take what we believe to be breakthrough technologies that have advanced beyond proof of concept from evaluation to scaled commercialization utilizing an approach designed to help mitigate risk as we build disruptive companies that we believe have the potential to achieve a target enterprise value of at least $1 billion.

When we say “disruptive,” we mean innovations that, in our opinion, have the ability to significantly change the way businesses, industries, markets, and/or consumers operate.

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PureCycle Technologies, Inc.

(“PureCycle” or “PCT”) in late 2015 (technology initially sourced from The Procter & Gamble Company (“P&G”)), AeroFlexx, LLC (“AeroFlexx” or “AFX”) in 2018 (technology sourced from P&G), and Accelsius Holdings LLC (“Accelsius” or “ACC”) in 2022 (technology initially sourced from the Nokia Corporation (“Nokia”)), and Refinity Olefins, LLC (“Refinity”) in 2024 (technology initially sourced from the VTT Technical Research Centre of Finland (“VTT”);

collaboration agreement with The Dow Chemical Company (“Dow”) signed).

(“PureCycle” or “PCT”), AeroFlexx, LLC (“AeroFlexx” or “AFX”), Accelsius Holdings LLC (“Accelsius” or “ACC”) and Refinity Olefins, LLC (“Refinity”).

PureCycle, which converts polypropylene plastic waste into like-new plastic, was launched in late 2015 after sourcing technology from The Procter & Gamble Company (“P&G”);

AeroFlexx, which manufactures sustainable liquid packaging, was launched in 2018 after sourcing technology from P&G;

Accelsius, which offers two-phase, direct-to-chip liquid cooling solutions for data centers, was launched in 2022 after sourcing technology from the Nokia Corporation (“Nokia”);

and Refinity, which intends to commercialize technology that transforms plastic waste into valuable chemical intermediaries, was launched in 2024 after sourcing technology from the VTT Technical Research Centre of Finland (“VTT”) and entering into a collaboration agreement with The Dow Chemical Company (“Dow”).

PureCycle became a publicly traded company in 2021, and as of the date of this report, Innventure no longer has an economic interest in PureCycle.

We refer to AeroFlexx, Accelsius and Refinity as “Innventure Companies” and to the Innventure Companies along with those subsidiary companies that Innventure may found, fund, and operate going forward as the “Operating Companies.”

We refer to AeroFlexx, Accelsius, Refinity and all future operating subsidiary companies that Innventure may found, fund, and operate going forward as the “Innventure Companies.” We operate the Innventure Companies through a conglomerate model (the “Disruptive Conglomerate Model”) through which we operate the Innventure Companies across diverse sectors.

This model is designed to mitigate the single-asset risk inherent in commercializing emerging industrial technologies by building and operating multiple Innventure Companies.

Through a shared services model, we provide direct operational support to the Innventure Companies, including accounting, finance, legal, human resources and IT support.

We provide initial funding to the Innventure Companies and look to have these companies secure direct funding from third parties as they mature.

Innventure’s approach to identifying and commercializing disruptive technology opportunities is designed to help mitigate the risks associated with building start-up businesses by sourcing technology from MNCs and other technology innovators.

An important part of our approach is our collaboration with MNCs.

These relationships give us access to disruptive opportunities, a combination of thoroughly researched and well-protected technology solutions that potentially satisfy unmet market needs, along with market data and customer insights unavailable to most new ventures.

These relationships assist us in identifying disruptive opportunities by giving us access to thoroughly researched and well-protected technology solutions that potentially satisfy unmet market needs, along with market data and customer insights unavailable to most new ventures.

We seek MNC relationships that we believe can provide value as channel partners and serve as catalysts for market adoption of the technology solutions we look to commercialize.

We use our systematic, repeatable DownSelect (as defined below) process to analyze each opportunity across a range of key success factors, including:

We use our systematic, repeatable “DownSelect” process to analyze each opportunity across a range of key success factors, including:

(1) the disruptive potential, (2) the likelihood for accelerated early adoption driven by economic value creation, (3) the potential to materially address sustainability issues and drive economic value for business-to-business (“B2B”) customers, (4) the ability to create sustainable competitive advantage, (5) the projected ability to generate rapid, sizable financial returns and (6) the potential to create target enterprise value of at least $1 billion.

DownSelect uses MNC’s proprietary market and customer data along with our own rigorous analytics to assess each opportunity and seeks opportunities for the MNC to help accelerate early market adoption by becoming early customers or offering channel access.

DownSelect uses MNC’s proprietary market and customer data along with our own rigorous

analytics to assess each opportunity and seeks opportunities for the MNC to help accelerate early market adoption by becoming early customers or offering channel access.

The DownSelect process consists of four separate phases, with successive phases building on work done in the previous phases and deepening the level of analyses done as opportunities progress through the process.

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Previously, Innventure owned and operated the Innventure Companies and maintained control at least through early scaling.

As part of the new Disruptive Conglomerate Model, Innventure intends to retain majority (or sole) ownership.

As part of the new Disruptive Conglomerate Model, Innventure intends to retain control of the Innventure Companies that it has created since 2022.

When an opportunity satisfies our DownSelect criteria, we seek to acquire or license the technology solution from the MNC or other technology innovators and use the initial business plans developed during our DownSelect process as the basis to launch a new “Innventure Company” with initial funding provided by Innventure.

From an investor perspective, this model is intended to bring founder shares of a company with a target enterprise value of at least $1 billion onto the Innventure balance sheet, which we believe can provide excellent potential returns for Innventure shareholders as described in more detail in this section.

Historically, and prior to the Business Combination, the Innventure model targeted exits for our new companies at 5-7 years after inception through a sale, initial public offering or merger, including a merger with a special purpose acquisition company.

In 2024, we determined that this approach could result in exiting companies prior to creating their maximum shareholder value.

As we continue to advance the Innventure model, we have moved to an approach designed to allow us to build and hold companies, with goals of generating positive cash flows of one or more majority-owned new Innventure companies and maximizing value for investors and other stakeholders.

As part of our recently adopted “Disruptive Conglomerate Model,” Innventure intends to retain majority (or sole) ownership.

We believe that holding majority stakes in companies allows those companies to mature further and gives us the opportunity to derive greater value from those companies as we operate them over the long term.

Historically, and prior to the Business Combination (as defined below), the Innventure model targeted exits for our new companies at 5-7 years after inception through a sale, initial public offering or merger, including a merger with a special purpose acquisition company.

However, we determined that this approach could result in exiting companies prior to creating their maximum shareholder value.

As we continue to advance our Disruptive Conglomerate Model, we intend to focus on building and holding companies, with goals of generating positive cash flows of one or more Innventure Companies controlled by Innventure and maximizing value for investors and other stakeholders.

We believe that holding controlling stakes in our Innventure Companies allows those companies to mature further and gives us the opportunity to derive greater value from those companies as we operate them over the long term.

We are currently deploying this model for Accelsius and Refinity.

While an opportunistic sale or other disposition of one or more of our majority-held companies could occur in the future, exit transactions are not expected to be a factor in the business plans for Accelsius or Refinity or for future Operating Companies.

Innventure was founded in 2015 and currently operates its business under a Delaware limited liability company that was formed in 2017.

While an opportunistic sale or other disposition of one or more of our controlled companies could occur in the future, exit transactions are not expected to be a factor in the business plans for Accelsius, Refinity or future Innventure Companies.

Innventure was founded in 2015 and currently operates its business under Innventure LLC, a Delaware limited liability company that was formed in 2017.

Innventure is a Delaware corporation following the closing of the Business Combination.

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Information contained on or accessible through our website is not incorporated by reference into this report and should not be considered a part of this report.

We are led by Gregory W.

(Bill) Haskell, our Chief Executive Officer (“CEO”), who also serves as a Class I Director;

David Yablunosky, our Chief Financial Officer (“CFO”), who also serves as a Class II Director;

our Founders, Mike Otworth, who also serves as our Executive Chairman, and Dr.

John Scott, who also serves as our Chief Strategy Officer;

and Roland Austrup, our Chief Growth Officer;

and a strong team of senior leaders that bring experience and expertise in scaling start-ups, capital markets, operations, marketing, and technology evaluation.

Corporate Structure

As of March 7, 2025, Innventure LLC owns 37.9% of AeroFlexx, and the remainder of AeroFlexx is collectively owned by Innventure and AeroFlexx directors, officers and employees (9.0%);

Innventus ESG Fund I, L.P.

(the “ESG Fund”) (34.7%);

and investors external to Innventure and AeroFlexx (18.4%).

Further, as of March 7, 2025, Innventure LLC owns 52.7% of Accelsius, and the remainder of Accelsius is collectively owned by Innventure and Accelsius directors, officers, and employees (25.5%), the ESG Fund (4.1%), and investors external to Innventure and Accelsius (17.7%).

As of March 7, 2025, Innventure LLC owns 71.8% of Refinity Holdings, LLC (“Refinity Holdings”), an affiliate of Dow is expected to own 5.0%, and the remainder of Refinity Holdings is collectively owned by Innventure and Refinity Holdings directors, officers, and employees (28.2%).

As of March 23, 2026, Innventure LLC owns 37.1% of AeroFlexx, directors, officers, employees and consultants of Innventure and AeroFlexx collectively own 12.1% of AeroFlexx and Innventus ESG Fund I, L.P.

(the “ESG Fund”) owns 34.0% of AeroFlexx.

Further, as of March 23, 2026, Innventure LLC owns 43.2% of Accelsius, directors, officers, employees and consultants of Innventure and Accelsius collectively own 26.6% of Accelsius, and the ESG Fund owns 3.4% of Accelsius.

As of March 23, 2026, Innventure LLC owns 68.5% of Refinity Holdings, LLC (“Refinity Holdings”), and 26.3% of Refinity Holdings is collectively owned by Innventure and Refinity Holdings directors, officers, employees and consultants.

Refinity Holdings owns 100% of Refinity.

Innventure, through Innventure LLC as its subsidiary, owns 37.9%, 52.7% and 71.8% of AeroFlexx, Accelsius and Refinity Holdings, respectively.

Innventure, through Innventure LLC as its subsidiary, economically owns 37.1%, 43.2% and 68.5% of AeroFlexx, Accelsius and Refinity Holdings, respectively, and exercises voting control over 42.3%, 58.8%, and 92.9% of AeroFlexx, Accelsius and Refinity Holdings, respectively.

All the foregoing percentages are calculated using outstanding equity for each of AeroFlexx, Accelsius and Refinity Holdings as of March 23, 2026.

Following the Business Combination, the Class PCTA Units and Class I Units remain outstanding and their holders retain the limited voting rights attendant thereto with respect to matters concerning Class PCTA and Class I business.

Innventure otherwise owns all of the membership interests in Innventure LLC.

Following the Business Combination, Innventure’s wholly owned subsidiaries, Innventure Management Services, LLC (“Management Services”) and Innventure GP LLC (“Innventure GP”) continue to serve as the manager and general partner, respectively, of the ESG Fund and, correspondingly, Innventure will continue to

accrue management fees for providing investment management services to the ESG Fund.

Following the Business Combination, the ESG Fund owns 32.5% of AeroFlexx and 4.3% of Accelsius.

The ESG Fund was formed on August 17, 2018, and commenced operations on the same day.

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John Scott (Innventure’s Chief Strategy Officer).

The Company, through Innventure LLC, earns management fees for providing investment management services to the ESG Fund.

The Company, through Innventure LLC, is entitled to management fees for providing investment management services to the ESG Fund.

Market Opportunity

In 2022 alone, the top 100 companies by research and development (“R&D”) expenditure spent over $700 billion on R&D.

Many patents fail to be commercialized for various reasons, including misalignment with core business strategies, lack of commercialization resources, and poor timing in the market.

In 2024, the world's top 2,000 corporate research and development ("R&D") investors collectively invested over €1.4 trillion (approximately $1.5 trillion) in R&D, representing over 90% of global business-funded R&D, according to the 2025 EU Industrial R&D Investment Scoreboard published by the European Commission's Joint Research Centre.

Despite this unprecedented level of investment, many patents and technologies developed within these organizations fail to be commercialized for various reasons, including misalignment with core business strategies, lack of commercialization resources, and poor timing in the market.

R&D investment is increasingly concentrated among the largest firms — the top five companies alone now account for approximately 15% of total R&D investment among the world's top 2,000 corporate R&D investors, a share that has doubled over the past decade.

While MNCs excel at developing well-protected technologies for their existing businesses, we believe that many MNCs invent additional technologies with significant potential value that may best be realized by a different approach.

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MNCs and others fund extensive R&D programs which create technology solutions with the potential to satisfy significant unmet market needs.

MNCs also have the potential to serve as valuable channel partners that can provide paths to distribution and/or revenue for our operating companies.

MNCs also have the potential to serve as valuable channel partners that can provide paths to distribution and/or revenue for our Innventure Companies.

We use the term “Closed Loop partnership model” to describe an ongoing collaboration in which (1) the MNC typically provides proprietary insights and data about the markets they serve, particularly focusing on unmet needs or unsolved customer problems in those markets, as well as access to the market via existing channels and/or customers;

and (2) IP-protected technology solutions that satisfy those unmet needs are sourced from that MNC or a different MNC or technology innovator.

and (2) IP-protected technology solutions that satisfy those unmet needs are sourced from that MNC or a different Technology Solutions Provider.

In furtherance of our Closed Loop partnership model, Innventure assesses the relevant technology solution and, if it meets Innventure’s rigorous screening criteria, Innventure seeks to acquire or license the solution and use it as the basis for a new Innventure Company.

A Closed Loop partnership can be one in which the MNC itself is an initial customer for the product or service of the new Innventure company and where early adoption of the solution by the MNC helps enable rapid growth of the new company.

Alternatively, technology may be sourced from an entity that is not an MNC or that is not a potential channel partner if Innventure believes that it can establish a relationship with an MNC that will serve as a channel partner that can enable market adoption of the technology that Innventure seeks to commercialize.

A Closed Loop partnership can be one in which the Technology Solutions Provider itself is an MNC and initial customer for the product or service of the new Innventure Company and where early adoption of the solution by the MNC helps enable rapid growth of the new company.

Alternatively, technology may be sourced from an entity that is not an MNC or that is not a potential channel partner if Innventure believes that it can establish a relationship with an MNC

that will serve as a channel partner that can enable market adoption of the technology that Innventure seeks to commercialize.

Potential Benefits to Innventure

For Innventure, the Closed Loop partnership model seeks to provide access to disruptive, developed technology solutions from MNCs and other technology innovators that satisfy well-understood and unmet market needs along with the proprietary market and customer data to help Innventure advance the development and commercialization approach.

For Innventure, the Closed Loop partnership model seeks to provide access to disruptive, developed technology solutions from Technology Solutions Providers that satisfy well-understood and unmet market needs along with the proprietary market and customer data to help Innventure advance the development and commercialization approach.

Some of the potential benefits to Innventure include the following:

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MNCs invest significant time, money, and technical expertise in developing and protecting innovative technology solutions that satisfy unmet market needs for them and their customers.

This all occurs well before Innventure acquires the technology solution.

This all occurs well before Innventure acquires or licenses the technology solution.

A new Innventure Company that sources the technology solution from an MNC, including IP such as patents and trade secrets, product prototypes, manufacturing equipment, and other assets, has access to the MNC’s technical expertise for transfer and early industrialization of the technology, all of which helps reduce commercialization time, save money, and mitigate common risks inherent to start-ups.

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We believe when an MNC is the original “inventor” or an early adopter of the technology solution, it may bring immediate credibility to the new Innventure Company which can lead to greater interest from potential customers.

Business Model Today

Innventure’s business model is the culmination of lessons learned over the past three decades.

In 1993, when the first version of what is now Innventure was created, we studied both failed and successful startups to understand how to identify and manage risks to achieve a higher success rate for early-stage companies.

Business Model

We believe we have built a repeatable, systematic, risk managed approach to business building that is substantially different from traditional VC models.

Innventure is not a venture capital company.

VCs typically make many minority investments, assuming that only a small percentage will succeed and do not operate the underlying companies.

In contrast to this approach, Innventure maintains controlling stakes in a limited number of operating companies that we vet, launch, build, fund and operate, with the goal of operating these companies over a long-term period.

Innventure maintains controlling stakes in a limited number of operating companies that we vet, launch, build, fund and operate, with the goal of operating and controlling these companies over a long-term period.

The Innventure model is designed to help mitigate the significant risks inherent to establishing and building disruptive businesses.

Using our proprietary DownSelect approach, we focus on assessing and mitigating risk well before the new Innventure Company is formed.

When we do launch, we believe new Operating Companies are more mature than typical startups, due to the extensive investment by the MNC or other technology innovators in developing technology solutions, the rigor of the Innventure DownSelect process, and the experience of our Innventure company leaders.

We believe new Innventure Companies that we launch are more mature than typical startups, due to the extensive investment by the MNC or other technology innovators in developing technology solutions, the rigor of the DownSelect process, and the experience of our Innventure company leaders.

This prospective head start, coupled with the other components of the Innventure model, are designed to yield a higher success rate than other start-ups and VC-backed companies.

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On October 24, 2023, Learn CW Investment Corporation (“Learn CW”) and Innventure LLC entered into a business combination agreement (the “Business Combination Agreement”) with Learn SPAC HoldCo, Inc.

(“Holdco”), LCW Merger Sub, Inc., a direct, wholly-owned subsidiary of Holdco (“LCW Merger Sub”) and Innventure Merger Sub, LLC, a direct, wholly-owned subsidiary of Holdco (“Innventure Merger Sub” and, together with LCW Merger Sub, the “Merger Subs”).

with LCW Merger Sub, the “Merger Subs”).

On September 30, 2024, the stockholders of Learn CW approved the business combination (the “Business Combination”), and the Business Combination closed on October 2, 2024 (the “Closing Date”).

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Accordingly, the Company recorded assets acquired, liabilities assumed and non-controlling interest at their acquisition date fair values and recognized goodwill.

Innventure Merger Sub merged with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure LLC as the surviving entity of the Innventure Merger.

Pursuant to the Business Combination Agreement, among other things, (i) LCW Merger Sub merged with and into Learn CW (the “LCW Merger”), with Learn CW as the surviving company of the LCW Merger and (ii) Innventure Merger Sub merged with and into Innventure (the “Innventure Merger” and together with the LCW Merger, the “Mergers”), with Innventure LLC as the surviving entity of the Innventure Merger.

Following the Mergers, each of Learn CW and Innventure LLC became a subsidiary of Holdco, and Holdco became a publicly traded company.

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We focus on opportunities that we believe are commercially viable and profitable over time scales measured in decades and that provide a positive impact on the planet.

As demonstrated by the success of PureCycle, Innventure Companies not only have the potential to create economic value but have also progressed products that have potential for significant positive impact on the environment.

• PureCycle :

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.

PureCycle became a publicly traded company in 2021 and, as of the date of this report, Innventure no longer has an economic interest in PureCycle.

Innventure Companies not only have the potential to create economic value but have also progressed products that have potential for significant positive impact on the environment.

• AeroFlexx :

Combines the best attributes of flexible pouches and rigid bottles to provide consumer packaged goods (“CPG”) companies with a novel, curbside recyclable primarily liquid package that uses up to 85% less virgin plastic than standard rigid bottles, significantly simplifies packaging supply chains, and enables innovative package shapes and creative artwork.

AeroFlexx is in the early stages of operations and is beginning to ramp up its commercial production capabilities.

The current manufacturing footprint installed and on order is projected to be sufficient to meet projected demand through mid-2025.

Combines the best attributes of flexible pouches and rigid bottles to provide consumer packaged goods (“CPG”) companies with a novel, curbside 1 recyclable primary liquid package that uses up to 85% less virgin plastic than standard rigid bottles, significantly simplifies packaging supply chains, and enables innovative package shapes and creative artwork.

AeroFlexx is in the early stages of operations and has begun to ramp up its commercial production capabilities.

The current manufacturing footprint installed and on order is projected to be sufficient to meet projected demand through 2026.

• Accelsius :

Delivers a transformative industry solution to thermal management to central processing units (“CPUs”) and graphics processing units (“GPUs”) in datacenter and telecommunications applications, with potential to allow operators to increase computational throughput and capacity, increase revenue, reduce operating costs, increase energy efficiency, and drive sustainability across server, switching, and edge computing environments.

Delivers transformative industry solutions to thermal management to central processing units (“CPUs”) and graphics processing units (“GPUs”) in datacenter applications, with potential to allow operators to increase computational throughput and capacity, increase revenue, reduce operating costs, increase energy efficiency, and drive sustainability across server, switching, and edge computing environments.

Accelsius is an early-stage company that is just beginning revenue-generating operations.

Accelsius has been focused on developing and commercializing data center cooling products since its inception in 2022 and delivered customer proof-of-concept pilots in Q2 2024.

Intends to commercialize process technologies for converting low cost, abundant plastic waste to drop-in chemicals directly useful in and consumable by the existing petrochemical supply chain.

Innventure is committed to long-term sustainability and making the planet a better place to live for all, while simultaneously creating significant enterprise value for our shareholders.

Accelsius has been focused on developing and commercializing data center cooling products since its inception in 2022 and has begun signing commercial agreements to deploy its products and recognizing revenue.

Refinity has conducted bench and pilot scale optimization of the fluidized bed process that it sourced from VTT.

It intends to commercialize process technologies for converting low cost, abundant plastic waste to drop-in chemicals directly useful in and consumable by the existing petrochemical supply chain, including olefin (ethylene and propylene) gases and hydrocarbon liquids.

Innventure is committed to long-term sustainability and making the planet a better place to live for all, while simultaneously creating significant enterprise value for our shareholders and providing value to the Innventure Companies’ customers.

We view our competition through two frameworks:

competition to acquire technologies from MNCs and other technology innovators and competition faced by our Operating Companies.

competition to acquire technologies from MNCs and other technology innovators and competition faced by our Innventure Companies.

1 May not be recyclable in all communities.

Check locally.

Other Technology Acquirers

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Some VCs and other potential acquirers invest in companies who license IP from universities, nonprofit research institutes, or national laboratories.

In those cases, the VC and other potential acquirer need to spend significant time and effort building an initial team and starting the business, then transferring and often further

incubating technology, developing products, and defining business plans.

We don’t believe any VCs and other potential acquirers have a business model that is as comprehensive, vertical agnostic and focused on creating new companies that can achieve a target enterprise value of at least $1 billion as Innventure.

In those cases, the VC or other potential acquirers need to spend significant time and effort building an initial team and starting the business, then transferring and often further incubating technology, developing products, and defining business plans.

We don’t believe any VCs or other potential acquirers have a business model that is as comprehensive, vertical agnostic and focused on creating new companies that can achieve a target enterprise value of at least $1 billion as Innventure.

Other potential competition might include individual entrepreneurs looking to purchase technology solutions from an MNC or other technology innovator.

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Innventure is focused on building companies that have unique products that will transform industries.

More detail on competition for both AeroFlexx, Accelsius and Refinity are provided below in the business sections related to each company.

More detail on competition for AeroFlexx, Accelsius and Refinity are provided below in the business sections related to each company.

Intellectual Property

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Such a contract typically involves Innventure or the new Innventure company acquiring or licensing the IP for use in defined applications and geographies, and Innventure’s objective is to maintain maximum freedom to practice (with unlimited access and control as the primary goal) across many applications, industries, markets, and geographies for the new company which will be built around and, ideally, ultimately take ownership of the IP.

In some cases, Innventure will license IP instead of fully acquiring the rights, but the license must provide that Innventure and the new company has sufficient exclusive access to practice and commercialize a technology solution defined by the IP across the broadest set of applications, industries, markets, and geographies in order to meet Innventure’s goals.

In some cases, Innventure will license IP instead of fully acquiring the rights, but the license must provide that Innventure and the new company have sufficient exclusive access to practice and commercialize a technology solution defined by the IP across the broadest set of applications, industries, markets, and geographies in order to meet Innventure’s goals.

Also in selected cases, Innventure may agree to a limited number of applications, industries, markets, and/or geographies if the MNC or other technology innovator intends to use the IP in one or more existing business(es), and Innventure often provides a grant-back license to practice the IP for its own business but not for sale or sharing with other unaffiliated enterprises.

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Each new Innventure Company, including AeroFlexx, Accelsius and Refinity, develops or intends to develop company-specific IP strategies that build on and expand their IP portfolios to provide protection of processes, products, services, business models, and other innovations and support the continued growth of the companies.

For example, Accelsius is based on a two-phase direct-to-chip passive liquid cooling technology acquired from Nokia, which Accelsius productized as an active, pumped solution to design approaches to solve the challenge of increasing server rack power density and meet the rising demand for efficient cooling systems in datacenters and telecommunication systems.

server rack power density and meet the rising demand for efficient cooling systems in datacenters and telecommunication systems.

Human Capital Management

Total Compensation and Rewards

We provide competitive compensation and benefits, which include market-based pay keyed to relative industry data.

We provide competitive compensation and benefits, which include market-based pay keyed to related industry data.

We offer a full complement of health and welfare benefits such as health, dental, vision, life insurance, and accidental death and dismemberment insurance.

A 401(k)-retirement plan with company match is offered.

In addition, employees are granted equity awards in newly created Innventure Companies through various programs to promote equity proprietorship opportunities.

Prior to 2025, employees were granted equity awards in newly created Innventure Companies through various programs to promote equity proprietorship opportunities.

Following the consummation of the Business Combination, employees are eligible to receive equity awards in Innventure pursuant to the Company’s 2024 Equity and Incentive Compensation Plan.

Innventure has granted certain employees Innventure restricted stock units and options and intends to make additional grants of Innventure equity to employees in the future.

Workforce Culture

We focus on building a workforce that is responsive to customer needs, attentive to being efficient and cost conscious for our financial stakeholders, and entrepreneurial and innovative in seeking to create new disruptive companies.

We focus on building a workforce that is responsive to customer and investor needs, attentive to being efficient and cost conscious for our financial stakeholders, and entrepreneurial and innovative in seeking to create new disruptive companies.

We actively recruit talent that builds a culture reflective of the desires and the needs of the customers we partner with and serve.

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The aggregate number of employees employed by us and contractors engaged across Innventure, AeroFlexx, Accelsius and Refinity as of March 20, 2026 was 169.

Accelsius provides a direct-to-chip liquid cooling solution for servers (and other computing devices) in data centers and edge computing locations.

Accelsius provides two-phase, direct-to-chip liquid cooling solutions for servers (and other computing devices) in data centers and edge computing locations.

Accelsius aims to exploit three powerful industry trends that it believes are converging:

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an increased level of commitment to environmental sustainability, including from C-suites and corporate management teams.

Reducing data center power usage is a significant opportunity to meet public environmental, social and governance (“ESG”) commitments, but the predicted increase in TDP of future servers will make this extremely challenging.

Accelsius has developed NeuCool, a direct-to-chip liquid cooling solution using a scalable closed loop two-phase system with a dielectric coolant.

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However, it is not just data center servers that would benefit from new cooling technologies.

Other markets include edge computing and power electronics across a number of industry verticals, such as construction, healthcare and hospitals, manufacturing, media and

entertainment, retail and wholesale and transportation and logistics.

Edge computing is being driven by data gravity, i.e., the need to do processing as close as possible to where the data is generated.

Other markets include edge computing and power electronics across a number of industry verticals, such as construction, healthcare and hospitals, manufacturing, media and entertainment, retail and wholesale and transportation and logistics.

Edge computing is being driven by data gravity,

i.e., the need to do processing as close as possible to where the data is generated.

As datasets become exponentially larger, cost and latency issues drive a need for computing power in edge locations (e.g., in cell phone towers).

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There are currently 150 GW of new data centers planned.

Sustainability Benefits

Sustainability, Efficiency and Cost Benefits

We believe Accelsius will allow its clients to meet their sustainability needs while providing a more affordable option.

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Value to Clients

The Accelsius solution allows clients to align data center operations with sustainability goals and increasingly competitive commercial requirements:

The Accelsius solutions allow clients to align data center operations with sustainability goals and increasingly competitive commercial requirements:

• Enables the adoption of high wattage processors .

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We believe Accelsius technology will be designed to support not just this generation of processors, but many more to come.

Standard CPU power consumption is expected to exceed 500 W and standard GPU power consumption is expected to exceed 700 W by the end of 2025, with high performance GPUs reaching 2000 watts in 2026.

Based on the recent trajectory of increasing CPU and GPU power consumption, we believe there is a high likelihood that chips may reach temperatures of up to 2500 watts in the near future.

Standard data-center CPU power consumption has already reached approximately 500 W, while modern GPUs now exceed 700 W.

High-performance AI GPUs expected in 2026 may approach 2,000 W per device.

Based on the rapid growth in CPU and GPU power consumption, accelerator packages are projected to reach power levels of up to 2,500 W in the near term, driving the need for advanced cooling solutions.

The ability to cool these power processors helps protect the investment in Accelsius’ NeuCool technology.

The basic two-phase cooling technology underpinning NeuCool was developed at Nokia Bell Labs over a three-year period from 2019 to 2022.

Innventure formed Accelsius in May 2022.

Accelsius and Nokia executed a Patent Purchase Agreement dated May 27, 2022, and a Technology License and Know-How Agreement dated May 27, 2022, to transfer the passive, two-phase, direct-to-chip cooling technology from Nokia to Accelsius.

Subsequently, Accelsius has significantly improved the technology to enhance its thermal cooling effectiveness and productized an active, pumped solution to make it more suitable for high volume production.

Current Status

Accelsius is an early-stage company that has recently begun revenue-generating operations, including initial shipments of product.

Accelsius has been focused on developing and commercializing data center cooling products since its inception in 2022 and delivered its first products to market in Q3 2024.

Accelsius has been focused on developing and commercializing data center cooling products since its inception in 2022 and delivered its first products to market in 2024.

Accelsius has implemented development and applications testing capabilities at its headquarters in Austin, Texas.

Accelsius has also built in-house fabrication capabilities for key heat transfer components and set up manufacturing and supply chain infrastructure.

Accelsius has also built in-house fabrication capabilities for key heat transfer components and set up manufacturing and supply chain infrastructure at a new facility in Austin.

Accelsius has signed binding revenue-generating agreements, as well as non-binding memoranda of understanding, with third parties with whom it will deploy NeuCool thermal management systems to operating data centers.

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assessment, initial deployment, scaled deployment, and ongoing service.

Current manufacturing assets and supply chain infrastructure are anticipated to support market demand through mid- to late-2025, and additional capacity expansions and/or collaboration with selected contract manufacturers will be staged to meet customer needs as demand is expected to grow in 2025.

Current manufacturing assets and supply chain infrastructure are anticipated to support market demand through 2026, and additional capacity expansions and/or collaboration with selected contract manufacturers will be staged to meet customer needs as demand is expected to grow in 2027.

Customer Landscape and Growth Strategy

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Accelsius will deliver kitted NeuCool cooling systems for inclusion in ecosystem partner server deployments.

Specific components of the NeuCool systems are designed to work with standard CPUs

and GPUs and will be common across all kits;

Specific components of the NeuCool systems are designed to work with standard CPUs and GPUs and will be common across all kits;

other components will be customized to match specific server designs for each partner.

The potential size and high growth of the liquid cooling market has attracted several startup competitors across different liquid cooling technologies.

This market has seen an influx of single-phase water cooling DLC competitors;

This market has seen an influx of single-phase direct liquid water cooling competitors;

however, we believe Accelsius and Zutacore are currently the only two companies that have sold two-phase refrigerant-based solutions in the market.

With two-phase DLC becoming increasingly necessary to cool increasingly high powered chips, we believe that additional potential competitors will enter this market.

With two-phase direct liquid cooling becoming increasingly necessary to cool increasingly high powered chips, we believe that additional potential competitors will enter this market.

Due to the complexity of designing and optimizing two-phase solutions, we believe that other potential competitors may face delays in entering this market.

The liquid cooling solution that Accelsius offers is well positioned compared to many other liquid cooling solutions because we believe it (i) uses the most thermally capable liquid cooling technology (two phase direct-to-chip) and (ii) is the most robust.

Compared to other solutions, the Accelsius two phase direct-to-chip cooling solution is designed to provide high heat transfer capabilities in an easy-to-install form configured to work equally well with greenfield data center deployments and retrofits of servers in existing data centers.

The liquid cooling solutions that Accelsius offers are well positioned compared to many other liquid cooling solutions because we believe they (i) use the most thermally capable liquid cooling technology (two phase direct-to-chip) and (ii) are the most robust.

Compared to other solutions, the Accelsius two-phase direct-to-chip cooling platform of solutions is designed to provide high heat transfer capabilities in an easy-to-install form.

The Accelsius NeuCool solution does not use water as the working fluid, so no water ever comes in contact with critical, high value electronic components, and our solution is designed to be field serviceable.

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Intellectual Property

Accelsius has developed a comprehensive IP strategy initially built around five filed patent applications and one granted patent, with several improvements and new inventions moving through the patent application process.

Accelsius is also using trade secrets to protect certain aspects of the technology solution and manufacturing process.

Accelsius has developed a comprehensive IP strategy initially built around five acquired patent applications, two of which have issued as patents in the U.S.

In addition, Accelsius has filed nine patent applications covering new inventions directed to pumped two-phase data center cooling, with additional new inventions moving through the invention qualification process.

Accelsius is also using trade secrets to protect certain novel aspects of its technology and manufacturing developments.

AeroFlexx and Refinity

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The potential labor & cost savings stem from elimination of preparation materials.

AeroFlexx is subject to laws and regulations administered by various federal, state and local government agencies in the United States of America ("U.S.") that prescribe the requirements and establish the standards for quality and safety, regulate our products, and the manufacturing, labeling, marketing, promotion, and advertising thereof.

Additionally, AeroFlexx expects that it will be subject to additional regulatory requirements in most if not all of the countries in which it may seek to expand.

AeroFlexx is headquartered in West Chester, Ohio.

The firm’s 27,082 square foot facility currently has the initial commercial line installed with a nameplate design capacity of over 50 million units per year.

We expect that two additional lines will be launched by the end of the second quarter of 2025.

The firm’s 27,082 square foot facility currently has all the initial commercial converter lines installed with a nameplate design capacity of over 100 million units per year.

Refinity intends to commercialize process technologies for converting low cost, abundant plastic waste to drop-in chemicals directly useful in and consumable by the existing petrochemical supply chain.

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Refinity plans to target the 240 million tonnes/year of mixed plastic waste that incumbent recycling technologies cannot typically use in a cost effective and scalable way.

Additionally, Innventure’s collaboration with Dow is expected to provide engineering and operations insight for Refinity’s advanced recycling process, detailed understanding of what product quality is needed to integrate with typical petrochemical plant operations, and different site and plant integration options that take advantage of existing infrastructure.

Additionally, Innventure’s collaboration with Dow provides engineering and operations insight for Refinity’s advanced recycling process, detailed understanding of what product quality is needed to integrate with typical petrochemical plant operations, and different site and plant integration options that take advantage of existing infrastructure.

Refinity exclusively licensed the rights to novel technology for advanced recycling of mixed plastic waste from VTT.

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Refinity also expects to use the equipment for the engineering studies needed to design the first plant.

1 Not recyclable in all communities.

Check locally.

Refinity is currently working with engineering firms and equipment providers to design the first demonstration scale and commercial scale plants and identify prospective sites for initial deployment.

Market Opportunity

The global packaging market is estimated to generate annual sales of approximately $900 billion with an estimated average annual growth rate of 3.1% for rigid plastic and 4.7% for flexible plastic packaging over the next three to five years.

The global packaging market is estimated to generate annual sales of approximately $1.2 trillion, 37% of which is flexible and rigid plastic.

Plastic packaging is estimated to grow at an average rate of 5-6% over the next three to five years.

The estimated addressable market for AeroFlexx applications is approximately $400 billion across several market categories including personal care, household products, food, pet care and industrial.

2 May not be recyclable in all communities.

Check locally.

On average, 400 million tonnes per year of plastic are produced globally, and 380 million tonnes per year are disposed of as plastic waste.

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At the yields that Refinity believes its fluidized bed process will convert plastic waste to drop-in chemicals, 240 million tonnes per year of plastic waste could be converted to hydrocarbon liquids and olefin gases valued at $150-200 billion annually.

Further, with increasing consumer demand for more sustainable packaging;

regulatory focus on restricting plastic waste exports, landfill, and incineration;

and minimum recycled plastic content requirements, all of which could enable premiums for sustainable plastics (including sustainable feedstocks, such as naphtha or light olefins, for polymer and plastic production), the market for plastic recycling is strengthening.

The global recycled plastics market size was valued at $51 billion in 2023 and is projected to grow to $107 billion by 2032.

The global recycled plastics market size is projected to grow to $107 billion by 2032.

Current market prices for naphtha substitutes (e.g., hydrotreated pyrolysis oils and sustainable/circular naphtha) frequently indicate a significant premium over fossil naphtha.

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• Enable higher yield conversion of plastic waste to olefin gases and hydrocarbon liquids .

VTT has demonstrated that the fluidized bed process converts plastic waste to olefin gases at higher yield than conventional pyrolysis processes, potentially enabling two to three times higher productivity when the fluidized bed process feeds olefin gases directly to petrochemical steam cracker operations.

Working with VTT, Refinity has demonstrated that the fluidized bed process converts market-sourced plastic waste to olefin gases at higher yield than conventional pyrolysis processes, potentially enabling two to three times higher productivity when the fluidized bed process feeds olefin gases directly to petrochemical steam cracker operations.

• Allow use of low cost, mixed plastic wastes .

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Refinity expects to site an olefin gas plant adjacent to petrochemical steam cracker operations to take advantage of existing site infrastructure and product purification while also minimizing cost for transporting the olefin product.

AeroFlexx was launched in February 2018 as our second Innventure Company.

The technology was acquired from P&G, who conducted extensive R&D and customer testing using iconic brands such as Dawn, Old Spice and Olay as part of a multi-year consumer research plan.

AeroFlexx acquired sole exclusive rights to commercialize the technology globally, across all categories and with any partner, including any P&G direct competitors without restriction.

The fluidized bed conversion technology underpinning Refinity was developed at VTT from 2014 to 2024.

Innventure developed a collaboration with VTT and Dow during 2024 and formed Refinity in December 2024.

Refinity and VTT executed a definitive agreement on December 11, 2024, and exclusively licensed a portfolio of

advanced conversion of mixed plastic waste patents and patent applications from VTT.

Innventure and Dow executed a collaboration agreement on December 13, 2024, for the companies to work together, including through Refinity, to scale and commercialize technologies aimed at converting mixed waste, including hard-to-recycle plastic waste, to petrochemical feedstocks.

Current Status

AeroFlexx is in the early stages of operations and is beginning to ramp up commercial production capabilities.

AeroFlexx’s first commercial line has been installed with a design nameplate capacity of up to 50 million units per year.

AeroFlexx is currently in the process of securing off-take agreements with partners wanting to harness first mover advantage with a superior packaging format.

In late 2023, AeroFlexx installed and commissioned its second converter, and the first to utilize recyclable film, in West Chester, Ohio.

AeroFlexx’s next converter has been installed and is expected to be fully commissioned by the end of the second quarter of 2025.

AeroFlexx currently has all the initial commercial converter lines installed with a nameplate design capacity of over 100 million units per year.

AeroFlexx has now achieved six consecutive quarters of revenue generation and continues to actively secure off-take agreements with partners seeking first-mover advantage through adoption of a superior packaging format.

The converting capacity at the facility in West Chester, Ohio (the “West Chester Facility”) is expected to provide a total manufacturing capacity of approximately 100 million packages per year, which is designed to demonstrate the minimum viable manufacturing footprint to achieve a cash flow break-even run rate for the West Chester Facility.

The current manufacturing footprint installed and on order is projected to be sufficient to meet projected demand through mid-2025, with additional capacity expansions being staged to meet customer needs as offtake agreements and customer traction warrants.

The current manufacturing footprint installed and on order is projected to be sufficient to meet projected demand through 2026, with additional capacity expansions being staged to meet customer needs as offtake agreements and customer traction warrants.

Refinity is an early-stage company that is just beginning operations.

In the first quarter of 2025, Refinity is building internal staff and developing capabilities to commercialize the fluidized bed technology licensed from VTT.

In 2025, Refinity built a core team and developed capabilities to commercialize the fluidized bed technology licensed from VTT.

Refinity developed partnerships with two leading engineering, procurement, and construction (EPC) firms;

two fluidized bed equipment providers;

and several process development consultants to support scale-up and conceptual design of demonstration scale and full commercial scale plants.

Refinity is advancing its plastic waste sourcing strategy and has commissioned experimental work at VTT for bench and pilot scale optimization of the fluidized bed process to convert available plastic wastes, sourced from the U.S.

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That work is expected to continue through 2026.

Refinity is working both independently and with Dow to identify candidate sites for first commercial demonstration plant and is engaging Engineering, Procurement, and Construction (EPC) firms to begin design work for the first plant.

Refinity is working both independently and with Dow to identify candidate sites for first commercial demonstration plant.

Customer Landscape and Growth Strategy

AeroFlexx is currently targeting CPG companies that utilize either rigid bottle with caps, pumps, or pouch packaging to deliver their liquid products to consumers.

AeroFlexx is leveraging the increasing global demand for more sustainable packaging and offering a package format that offers many features and benefits for branded consumer products, with a new and simplified liquid packaging manufacturing platform.

AeroFlexx intends to deploy this platform by having centralized converting operations that are owned and operated by AeroFlexx with strategically located filling machines that are sold and located at or near where liquid products are formulated.

AeroFlexx serves CPG companies that currently rely on rigid bottles with caps or pumps, as well as flexible pouch packaging, to deliver liquid products to consumers.

Aeroflexx addresses the growing global demand for more sustainable packaging by offering a differentiated format that combines the performance of rigid packaging with the efficiency of flexible solutions.

AeroFlexx provides brands with a superior consumer experience while delivering meaningful supply chain and sustainability benefits through a simplified liquid packaging manufacturing platform.

The business model operates with centralized converting operations owned and operated by AeroFlexx, complemented by strategically located filling machines deployed at or near where liquid products are formulated, enabling efficient regional production and global scalability.

We are targeting brands of large, medium, and small consumer products companies.

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Refinity will sell drop-in liquid and gas phase chemicals to petrochemical company customers, including Dow.

Other prospective customers include multinationals such as BASF, CP Chem, SABIC, LyondellBasell, and Shell.To establish a market which does not exist at a global scale today, Refinity envisions playing a bigger role to create and enable the end-to-end plastic waste supply chain.

Other prospective customers include multinationals such as BASF, LyondellBasell, SABIC, Shell, and TotalEnergies.

To establish a market which does not exist at a global scale today, Refinity envisions playing a bigger role to create and enable the end-to-end plastic waste supply chain.

Refinity’s overarching strategy is (1) to build expertise and competitive advantage in affordable plastic waste feedstock sourcing and (2) to develop and deploy robust fluidized bed conversion technologies which can use affordable wastes without much sorting or pretreatment to assure economical, globally scalable solutions.

In addition, a market for liquid hydrocarbon products, including hydrotreated pyrolysis oil and sustainable/circular naphtha, already exists.

In addition, a market for circular hydrocarbon products, including hydrotreated pyrolysis oil and sustainable/circular naphtha, already exists.

Petrochemical companies currently purchase various sustainable liquid products as supplements or replacements for fossil naphtha, so Refinity’s entrance into that market is expected to be straightforward.

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AeroFlexx is commercializing a liquid packaging technology that was initially developed by P&G.

P&G granted AeroFlexx a worldwide license under an Amended and Restated Patent and Know-How License Agreement dated October 25, 2021, between P&G and AeroFlexx for a proprietary flexible package using an air frame and an integrated valve or closure, along with methods of manufacturing.

P&G granted AeroFlexx a worldwide license under an Amended and Restated Patent and Know-How License Agreement

dated October 25, 2021, between P&G and AeroFlexx for a proprietary flexible package using an air frame and an integrated valve or closure, along with methods of manufacturing.

AeroFlexx has developed and owns IP for trademarks and in improvements solely developed by AeroFlexx to the package around materials and recyclability, and those improvements are in the form of AeroFlexx trade secrets and issued and pending patents.

Refinity is in the process of developing a comprehensive IP strategy that will build upon the portfolio of advanced recycling of mixed plastic waste patents and patent applications exclusively licensed from VTT.

Refinity exclusively licensed the rights to novel technology for advanced recycling of mixed plastic waste from VTT.

The core technology is a proprietary application of fluidized bed processes that are routinely operated in the refining industry to make transportation fuels and in the petrochemical industry to make high volume chemicals.

Refinity also filed patent applications covering novel reactor designs and specific control conditions as well as its ability to convert certain difficult-to-recycle plastic wastes that conventional technology solutions cannot effectively address.

Further, Refinity licensed intellectual property from a U.S.

university for technology that provides more efficient and flexible methods for feeding plastic waste into conversion systems and from a U.S.

national lab for catalyst technology enabling, conversion of gas products into high-value chemicals including sustainable aviation fuel and its precursors.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Biographical information concerning our executive officers is set forth below.

Name Age Position Held Officer Since 1

Gregory William (“Bill”) Haskell 69 Chief Executive Officer 2024

David Yablunosky 63 Chief Financial Officer 2024

Michael ("Mike") Otworth 64 Executive Chairman 2024

John Scott 75 Chief Strategy Officer 2024

Roland Austrup 62 Chief Growth Officer 2024

(1) Each executive officer has served in their present capacity since the closing of the Business Combination, and the dates listed in this table are when each executive officer joined and started working in this capacity for Innventure, Inc.

Gregory William (“Bill”) Haskell , 69, is Innventure’s Chief Executive Officer and a Class I director.

Haskell previously served as Chief Executive Officer and Manager of Innventure LLC from 2021 until 2024.

Prior to his time with Innventure LLC, he was a co-founder and President of both XL Vision and XL TechGroup (“XLTG”), which created the foundational business building methodology upon which Innventure is based, from 1993 to 1999 and 2001 to 2011, respectively.

Haskell has worked with the key principals of Innventure for over 20 years.

He has also served as a Chief Executive Officer of a London Stock Exchange-listed company and has been a director of over a dozen companies.

Most recently, Mr.

Haskell was a partner at Bellview Associates, a boutique investment bank focused on converting private companies into employee-owned enterprises from 2019 to 2021.

He has over 30 years of experience in company creation and development.

Haskell holds a B.S.

degree in engineering and conducted post-graduate work in applied mathematics at Iowa State University.

David Yablunosky , 63, is Innventure’s Chief Financial Officer (“CFO”) and a Class II director.

Yablunosky has served as CFO of Innventure LLC since 2023.

Previously, he was CFO of Embraer Aircraft Holding, Inc., the U.S.

subsidiary of the Brazilian aerospace and defense conglomerate Embraer, from 2022 to 2023;

CFO and a Board Member of Embraer Executive Aircraft, Inc., another subsidiary of Embraer, from 2021 to 2023;

and a Board Member of Embraer Defense and Security, Inc., another subsidiary of Embraer, from 2021 to 2023.

Prior to 2021, Mr.

Yablunosky served as the Director of Corporate Finance at Oxbow Carbon, LLC, a privately-held energy company.

He brings over 30 years of finance experience working for large MNCs such as Ford Motor Company, Ford Credit, Office Depot, Oxbow Carbon LLC, and Embraer.

Before his career in finance, Mr.

Yablunosky served nine years in the U.S.

Navy and worked in the Pentagon on General Colin Powell’s staff.

Yablunosky 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.

Michael (“Mike”) Otworth , 64, is Innventure’s Executive Chairman and a Class III director.

Otworth has served as Executive Chairman of Innventure LLC since 2015.

Otworth was the Founding Chief Executive Officer and Chairman of the board of directors of PureCycle, an innovative plastic waste processing company, from 2015 to 2022.

Otworth and team took PCT from an early-stage concept to an operational pilot and funded its first commercial plant, followed by a successful public offering in March of 2021.

Prior to Innventure, Mr.

Otworth served as President and Founding Partner of Green Ocean Innovation, a company that provided technology sourcing, innovation strategy, and development services to Lilly/Elanco Animal Health, from 2008 to 2015.

Otworth also served as Vice-President and Founding CEO of multiple start-ups at XLTG from 1996 to 2000.

Otworth began his career on Capitol Hill working as a legislative aide and committee staff member in the U.S.

House of Representatives.

John Scott , 75, is Innventure’s Chief Strategy Officer.

Scott has served as Chief Strategy Officer at Innventure LLC since 2015.

Prior to co-founding Innventure LLC, Dr.

Scott served as Founder and CEO of XLTG, where he developed the DownSelect method that Innventure uses today to vet disruptive technologies from top MNCs and their associated business opportunities, from 1993 to 2013.

Scott also served as an academic scientist at numerous universities and government labs, including the University of Maryland, the University of North Carolina and the University of 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.

Roland Austrup , 62, is Innventure’s Chief Growth Officer.

Roland has served as Innventure LLC’s Chief Growth Officer since June 2024 and as a member of Innventure LLC’s Executive Committee since 2023.

Prior to his change of title to Chief Growth Officer in June 2024, Mr.

Austrup had served as Head of Capital Markets since 2023, and he also previously served as Innventure LLC’s CFO from 2021 to 2023.

Since 2019, Mr.

Austrup has served as Chairman & Managing Principal of WaveFront Global Asset Management Corp., a Toronto-based global hedge fund company he co-founded in 2003.

Austrup is also a co-founder and 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.

Prior to that, Roland was an Investment Advisor with BMO Nesbitt Burns Inc.

and began his career as a Commodities Broker with ScotiaMcLeod Inc.

where he was primarily involved with hedging commodity price risk for corporate clients.

Roland holds a B.A.

with Honours from the University of Western Ontario.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business