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Business Combination | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Combination | Note 8. Business Combination As discussed in Note 1. Nature of Business, the Closing of the Business Combination occurred on October 2, 2024 pursuant to the terms of the Business Combination Agreement. Upon Closing, 250,000,000 shares of the Company’s common stock (“Common Stock”), par value $0.0001 per share, and 25,000,000 shares of the Company’s preferred stock, par value $0.0001 per share, were authorized. Of the 25,000,000 shares of preferred stock authorized, the Company designated 3,000,000 shares as Series B preferred stock ("Series B Preferred Stock"). As a result of the Business Combination, (a) each Learn CW Class A ordinary share and Class B ordinary share issued and outstanding immediately prior to Closing (and not cancelled or redeemed) was converted into the right to receive one share of Common Stock; (b) each Learn CW public warrant and private placement warrant outstanding immediately prior to Closing was assumed and converted into a Company warrant ("Warrant"); (c) the Innventure LLC equity units (other than the Innventure LLC Class PCTA units ("Class PCTA Units") and Class I units ("Class I Units")) issued and outstanding immediately prior to Closing were converted into the right to receive shares of Common Stock; and (d) the Class PCTA Units and the Class I Units of Innventure LLC remained outstanding. The Business Combination has been accounted for using the acquisition method of accounting. Holdco was determined to be the accounting acquirer as Innventure LLC was determined to be a VIE and Holdco was determined to be the primary beneficiary. In applying the VIE model, the Class I and Class PCTA Units and associated assets and liabilities are considered silos within Innventure LLC for which Holdco is not considered the primary beneficiary; therefore such silos were not acquired and are omitted from the Company’s consolidated financial statements. Accordingly, the Company recorded all assets acquired and liabilities assumed that Holdco was determined to be the primary beneficiary of at their acquisition date fair values, with any excess recognized as goodwill. Consideration Transferred The aggregate consideration for the Business Combination (the “Purchase Consideration”) paid to the holders of Innventure LLC’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the Class I Units (such holders, the “Innventure Members”), consisted of 43,494,999 shares of Common Stock. A portion of this Purchase Consideration to be delivered to Innventure Members consists of a contingent right to receive up to 5,000,000 (the “Company Earnout Shares”) shares of Common Stock. Refer to Note 10. Earnout Shares for more details on the Company Earnout Shares. Immediately after giving effect to the Business Combination (including as a result of the conversions described above), there were 43,589,850 shares of Common Stock and 18,645,997 Warrants issued and outstanding. As of the Closing, the Innventure Members owned approximately 88.3% of the Company’s outstanding shares of Common Stock and the former shareholders of Learn CW, including (i) Learn CW's sponsor, CWAM LC Sponsor LLC (the “Sponsor”) and (ii) Learn CW's independent directors, owned approximately 13.7% of the Company’s outstanding shares of Common Stock. The number of shares of Common Stock issued and outstanding at the Closing of the Business Combination were:
Innventure LLC Units | Immediately Prior to Closing |  | Common Stock Conversion Ratio |  | Common Stock Upon Closing
Class B Preferred Units | 10,875,000 |  |  | 2.09 |  | 22,754,664 |
Class B-1 Preferred Units | 5,609,951 |  |  | 2.09 |  | 11,738,165 |
Class A Units | 342,608 |  |  | 2.09 |  | 716,867 |
Class C Units | 1,570,125 |  |  | 2.09 |  | 3,285,303 |
Total | 18,397,684 |  |  |  |  | 38,494,999 |
Learn CW Shares |  |  |  |  |
Learn CW Public shareholders | 1,027,674 |  |  | 1.00 |  | 1,027,674 |
Learn CW Class B Shareholders | 5,000,000 |  |  | 1.00 |  | 5,000,000 |
Total | 6,027,674 |  |  |  |  | 6,027,674 |
Less: Learn CW shares subject to clawback provisions |  |  |  |  | (932,823) |
Total Common Stock Issued and Outstanding at Closing |  |  |  |  | 43,589,850 |
The consideration transferred for the Business Combination is summarized as follows (in thousands):
Holdco Common Stock transferred to Innventure Members(1) | $ | 418,441 |
Contingent consideration(2) | 53,980 |
Consideration transferred | 472,421 |
Non-controlling interest(3) | 343,030 |
Total business enterprise value | $ | 815,451 |
(1) Represents the fair value of the 38,494,999 of aggregate consideration paid in shares (excluding the Company Earnout shares) at a Closing share price of $10.87. (2) Represents the fair value of the Company Earnout Shares issued and contingently issuable to Innventure Members. Refer to Note 10. Earnout Shares for more details. (3) The non-controlling interest represents the fair value of equity in Accelsius held by non-controlling parties. The fair value is calculated using a discounted cash flow methodology to determine the Accelsius equity value which is pro rated by the non-controlling ownership percentage (Level 3). Significant inputs used to measure the fair value of the non-controlling interest include the long-term growth rate of 3.0%, normalized tax rate of 27.9%, normalized net working capital of 18.0%, and weighted average cost of capital of 17.6%. Investing cash flow activity as a result of the Business Combination is summarized as follows (in thousands):
| Amount
Cash consideration transferred | $ | — |
Add: Cash and cash equivalents acquired | 16 |
Investing cash flow activity as a result of the Business Combination | $ | 16 |
On the Closing Date, Innventure settled certain obligations using cash from the Learn CW trust account that was released at Closing and financing secured through Series B Preferred Stock. The financing secured through Series B Preferred Stock is discussed in Note 13. Stockholders' Equity.
| (in thousands)
| Amount
Cash proceeds from Learn CW trust account | $ | 11,342 |
Net cash proceeds from Series B Preferred Stock issuance | 10,572 |
Total Innventure, Inc. cash sources | $ | 21,914 |
Payment of Learn CW accounts payable and accrued expenses | $ | 9,233 |
Payment of Learn CW promissory note due to Sponsor | 4,628 |
Payment of Innventure LLC transaction costs at Closing | 6,206 |
Total cash uses | $ | 20,067 |
Net cash proceeds | $ | 1,847 |
The Business Combination has been accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The purchase consideration was allocated to the following assets and liabilities (in thousands):
| Amount
Assets acquired: |
Cash and cash equivalents | $ | 16 |
Accounts receivable | 117 |
Due from related parties | 210 |
Inventory | 2,824 |
Prepaid expenses and other current assets | 1,955 |
Equity method investments | 18,449 |
Investment in debt securities - AFS | 10,172 |
Property, plant, and equipment | 1,227 |
Intangible assets | 187,500 |
Other assets | 829 |
Total assets acquired: | $ | 223,299 |
Liabilities assumed: |
Accounts payable | $ | 6,286 |
Accrued employee benefits | 7,617 |
Accrued expenses | 1,972 |
Related party payable | 13,932 |
Notes payable | 975 |
Patent installment payable | 13,600 |
Deferred tax liability | 30,654 |
Other liabilities | 748 |
Total liabilities assumed: | $ | 75,784 |
Net identifiable assets acquired | $ | 147,515 |
Goodwill | $ | 667,936 |
The assessment of fair value is based on information that was available to management that existed at Closing but not later than one year after Closing. Goodwill is recognized as the excess of consideration over the net assets acquired of Innventure LLC and represents the value derived by Innventure LLC’s strong market position and assembled workforce. Goodwill arising from the Business Combination is attributable to the Company’s Technology segment and is not deductible for tax purposes. The fair value of definite-lived intangible assets as of the Closing Date included (in thousands):
| Amount
Trade names | $ | 17,800 |
Customer relationships | 4,600 |
Developed technology | 165,100 |
Total | $ | 187,500 |
Refer to Note 9. Goodwill and Intangible Assets for additional information. The Predecessor financial statements for the period from January 1, 2024 to October 1, 2024 include $9.6 million of transaction costs from Innventure LLC. These transaction costs are recorded within General and administrative expenses within the consolidated statements of operations and comprehensive income (loss). Prior to the Closing Date, Learn CW incurred $9.2 million of transaction costs related to the Business Combination, which are not reported in the Predecessor consolidated statements of operations and comprehensive income (loss) since Learn CW is not the Predecessor; these transaction costs are included within Accumulated deficit for the Successor period beginning October 2, 2024. Innventure LLC contributed revenues of $0.5 million and net loss of $18.3 million in the consolidated statements of operations and comprehensive income (loss) for the Successor period from October 2, 2024 through December 31, 2024. Innventure LLC incurred certain acquiree expenses contingent solely upon the consummation of the Business Combination. Such costs consisted of $5.3 million in transaction costs and $0.2 million of expense related to share-based award accelerated vesting. Such costs are presented “on the line” and are not reflected in either Predecessor or Successor financial statement periods. “On the line” describes those expenses triggered by the consummation of a business combination that are not recognized in the consolidated statements of operations and comprehensive income (loss) as they are not directly attributable to either period but instead were contingent on the Business Combination. Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred as of the beginning of the comparable prior annual reporting period. The Successor and Predecessor Periods for the year ended December 31, 2024 have been combined. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the Business Combination taken place on the date indicated, or the future consolidated results of operations of the Company. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, public warrant reclass from liabilities to equity, removal of Learn CW investment income, and accelerated vesting of equity-based compensation. The amounts of revenue for the year ended December 31, 2024 was $1.2 million. The amount of net loss for the year ended December 31, 2024 was $106.0 million.

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