0001140361-24-042631.txt : 20241002 0001140361-24-042631.hdr.sgml : 20241002 20241002192840 ACCESSION NUMBER: 0001140361-24-042631 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20241002 FILED AS OF DATE: 20241002 DATE AS OF CHANGE: 20241002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Donnally James O CENTRAL INDEX KEY: 0002032141 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42303 FILM NUMBER: 241349483 MAIL ADDRESS: STREET 1: 6900 TAVISTOCK LAKES BOULEVARD STREET 2: SUITE 400 CITY: ORLANDO STATE: FL ZIP: 32827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Innventure, Inc. CENTRAL INDEX KEY: 0002001557 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11755 WILSHIRE OULEVARD, SUITE 2320 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 4243242990 MAIL ADDRESS: STREET 1: 11755 WILSHIRE OULEVARD, SUITE 2320 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: Learn SPAC HoldCo, Inc. DATE OF NAME CHANGE: 20231117 3 1 form3.xml FORM 3 X0206 3 2024-10-02 0 0002001557 Innventure, Inc. INV 0002032141 Donnally James O 6900 TAVISTOCK LAKES BLVD, SUITE 400 ORLANDO FL 32827 true Common Stock 1405664 I See footnote Common Stock 56202 I See footnote Received in connection with the business combination (the "Business Combination") in accordance with the terms of the business combination agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Learn CW Investment Corporation, a Cayman Islands exempted company ("Learn CW"), Innventure LLC, a Delaware limited liability company ("Innventure"), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Learn CW ("Holdco"), LCW Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco, and Innventure Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Holdco, which closed on October 2, 2024 (the "Closing Date"). At the Closing Date, the Reporting Person acquired these shares in exchange for the ownership interests of Innventure held immediately prior to the closing of the Business Combination, which were automatically converted into a number of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). Represents shares of Common Stock held by the James O. Donnally Revocable Trust, for which the Reporting Person has voting and investment power over the shares of Common Stock held by that trust. These shares of Common Stock are held directly by Innventure1 LLC ("Innventure1"). The Reporting Person is a member of the board of directors of Innventure1 and, as such, shares voting and investment power over the securities held by Innventure1. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934. Exhibit 24.1 - Power of Attorney. The Issuer has been renamed "Innventure, Inc." /s/ Suzanne Niemeyer, Attorney-In-Fact 2024-10-02 EX-24.1 2 ef20036513_ex24-1.htm EXHIBIT 24.1
Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby constitutes and appoints each of Suzanne Niemeyer and David Yablunosky, signing singly and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact to:

(1)            execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer or director of Innventure, Inc. (the “Company”), any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, with respect to the equity securities of the Company, including Forms 3, 4 and 5 and Schedule 13D or 13G; and;

(2)            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G, including any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 and Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of July, 2024.

 
By:
 /s/ James O. Donnally
   
Name: James O. Donnally
   
Title: Director