SEC Form SC 13G filed by Innventure Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Innventure, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45784M108

(CUSIP Number)

October 2, 2024

(Date of Event, which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨       Rule 13d-1(b)

x       Rule 13d-1(c)

¨       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

CUSIP No. 45784M108

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

Item 1.

Innventure, Inc.

6900 Tavistock Lakes Blvd

Suite 400

Orland, FL 32827

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Stock par value $0.0001 per share

45784M108

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

* 4,950,346 shares of Common Stock par value $0.0001 per share (“Common Stock”) of Innventure, Inc. (the “Issuer”) consisting of the direct ownership of 0 shares of Common Stock and the deemed ownership of 4,950,346 additional shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

** Calculation based on 49,553,019 outstanding shares of Common Stock, consisting of 44,602,673 shares of Common Stock outstanding as of October 2, 2024, as reported by the Issuer in its Form 8-K filed on October 2, 2024, and an additional 4,950,346 shares of Common Stock that the reporting person may acquire within 60 days of the date of this filing.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

The reporting persons directly or indirectly own (or are deemed to own) an aggregate of 4,950,346 shares of Common Stock of the Issuer, or 9.99% of such class of stock as of the date of this filing.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.

YA II GP, LP is the general partner of SC-Sigma Global Partners, LP (“SC-Sigma”), which is an investor in YA II. YAII GP II, LLC is the general partner of YA II GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.

For the purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.