v3.25.3
Business Combinations (FY) (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Shares of Common Stock Issued and Outstanding at the Closing of the Business Combination
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
 
 
 
 
 
 
 
 
 
 
Consideration Transferred for the Business Combination
The consideration transferred for the Business Combination is summarized as follows:

 
 
 
 
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%, normalized tax rate of 27.9%, normalized net working capital of 18%, and weighted average cost of capital of 17.6%.
Investing cash flow activity as a result of the Business Combination is summarized as follows:

 
 
 
 
 
 
 
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.

 
 
 
 
 
 
 
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
 
 
 
 
Purchase Consideration Allocation to Assets and Liabilities
The purchase consideration was allocated to the following assets and liabilities:

 
 
 
 
 
 
 
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
 
 
 
 
 
 
 
 
 
 
 
Amount
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
 
 
 
 
Fair Value of Definite-Lived Intangible Assets
The fair value of definite-lived intangible assets as of the Closing Date included:

 
 
 
 
 
 
 
Amount
Trade names
 
 
17,800
Customer relationships
 
 
4,600
Developed technology
 
 
165,100
Total
 
 
$187,500