INV raises $9.75M via Rule 506(b); $560K finders' fees disclosed

Rhea-AI Filing Summary

Innventure, Inc. filed a Form D claiming a Rule 506(b) Regulation D exemption for an equity offering of $9,751,408 with that full amount reported as sold and $0 remaining to be sold. The filing lists the issuer as incorporated in Delaware in 2023 with its principal place of business in Orlando, FL. The offering includes equity and related options/warrants and is not tied to a business combination. The notice reports 13 total investors, a minimum investment accepted of $0, and finders' fees of $560,064. The first sale date is shown as 2025-10-03 and the Form D was signed by Suzanne Niemeyer, General Counsel, on 2025-10-10.

Positive

• $9,751,408 total offering amount was fully sold, indicating successful capital raise
• Offering used Rule 506(b), avoiding general solicitation and preserving private placement flexibility
• $0 of gross proceeds were reported as paid to named officers/directors, reducing direct related-party payout concerns

Negative

• Filing discloses $560,064 in finders' fees, a material sales expense relative to the offering size
• No use-of-proceeds breakdown or specific planned allocations were provided, leaving investor impact unclear

Insights

Securities Attorney

TL;DR: Filing shows a completed Rule 506(b) private equity raise of $9.75M with disclosed finders' fees.

The filing identifies reliance on Rule 506(b), which allows non-general solicitation sales to accredited investors while permitting up to 35 (statutory limit) non-accredited purchasers under certain conditions; the document reports 13 investors. The issuer also disclosed $560,064 in finders' fees, which is a reportable expense under Form D.

Compliance dependencies include continuing adherence to non-solicitation requirements under Rule 506(b) and state notice/fee rules where filed. Material items to watch are any future amendments if additional sales occur or if the issuer later relies on a different exemption.

Capital Markets Analyst

TL;DR: The company raised $9.75M in equity-style securities; proceeds allocation and remaining capital needs are not disclosed.

The Form D shows the total offering amount equals the total sold, implying the immediate capital target was met. The securities include equity and related warrants/options, which may affect future dilution when exercised. The filing states $0 of proceeds allocated to named executives or directors.

Key near-term items to monitor are public disclosures of use of proceeds, any registration of issued securities, and potential dilution from the options/warrants recorded here; no timetable for exercise or conversion is provided.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0002001557

Learn SPAC HoldCo, Inc.

Learn SPAC Holdco, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Innventure, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2023
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Innventure, Inc.
Street Address 1		Street Address 2
6900 TAVISTOCK LAKES BLVD, SUITE 400		Suite 400
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ORLANDO	FLORIDA	32827	(321) 209-6787

3. Related Persons

Last Name	First Name	Middle Name
Haskell	Gregory	W.
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yablunosky	David
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Otworth	Michael
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Scott	John
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Amalfitano	Michael
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Donnally	James	O.
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brown	Bruce
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Niemeyer	Suzanne
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Williams	Elizabeth
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Austrup	Roland
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hennessy	Daniel	J.
Street Address 1	Street Address 2
6900 Tavistock Lakes Blvd	Suite 400
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32827

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-10-03				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Sanders Morris LLC	20580
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
600 Travis	Suite 5900
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77002-3003
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA FLORIDA ILLINOIS MINNESOTA MONTANA NEW JERSEY TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$9,751,408	USD	or Indefinite
Total Amount Sold	$9,751,408	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$560,064	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Innventure, Inc.	/s/ Suzanne Niemeyer	Suzanne Niemeyer	General Counsel	2025-10-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Innventure, Inc. (INV) raise under this Form D?

The Form D reports a total offering amount of $9,751,408, with $9,751,408 sold and $0 remaining.

Which exemption did Innventure, Inc. rely on for the offering?

The issuer claimed the Regulation D exemption under Rule 506(b).

How many investors participated in the offering?

The filing reports a total of 13 investors in the offering.

Were any sales commissions or finders' fees disclosed?

Yes. $0 in sales commissions and $560,064 in finders' fees were disclosed.

Does the Form D indicate the offering is tied to a business combination?

No. The filing explicitly states the offering is not being made in connection with a business combination transaction.

When did the first sale occur according to the filing?

The Form D lists the date of first sale as 2025-10-03.