SCHEDULE: Adam Fisher & Affiliates Trim Innventure Stake to 6.2%
Beneficial Ownership Report
Adam Fisher and affiliated entities have reported a decrease in their beneficial ownership of Innventure, Inc. common stock from 19.0% to 6.2% following a series of transactions including a business combination, warrant exercises, and preferred stock conversions.
Summary
- Adam Fisher and affiliated entities (Commonwealth Asset Management LP, Commonwealth Asset Management Global Macro Master Fund Ltd., ABF Manager LLC, and AFT Investments LLC) reported beneficial ownership of 4,366,739 shares of Innventure, Inc. common stock, representing 6.2% of the class.
- This current ownership is a decrease from approximately 11,005,344 shares, or 19.0% of the class, beneficially owned as of October 2, 2024.
- The change in ownership resulted from the consummation of an initial business combination, vesting of shares, an in-kind distribution of shares and warrants by CWAM LC Sponsor LLC to AFT Investments LLC, and the conversion of Series B Preferred Stock by Commonwealth Asset Management Global Macro Master Fund Ltd.
- Mr. Fisher disclaims beneficial ownership over the securities held directly by AFT Investments LLC.
Sentiment
Score: 4
Explanation: The sentiment is moderately negative due to the significant reduction in beneficial ownership by a key investor group, even though the reasons are transactional (distributions and conversions) rather than outright sales. A large reduction in stake can be interpreted as a decrease in conviction or a strategic portfolio adjustment away from the issuer.
Positives
- The conversion of Series B Preferred Stock into common stock by CWAM Fund indicates a realization of value from a previous investment.
Negatives
- A significant reduction in beneficial ownership from 19.0% to 6.2% by a key investor group could be perceived negatively by the market, potentially signaling a reduced conviction or a strategic divestment.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding Innventure, Inc.'s future performance or strategic direction.
Industry Context
This filing is a routine disclosure of beneficial ownership changes by an institutional investor group. It does not provide specific insights into broader industry trends for Innventure, Inc. but reflects the portfolio management decisions of the reporting entities.
Stakeholder Impact
- Shareholders: The reduction in a significant institutional stake might lead to concerns about institutional support and could put downward pressure on the stock price, depending on market interpretation.
- Management: May need to address investor sentiment if the market perceives the ownership reduction negatively.
Key Dates
| Date | Description |
|---|---|
| October 2, 2024 | Date of event requiring filing; Learn CW Investment Corporation consummated initial business combination with Innventure, Inc. |
| October 2, 2024 | CWAM LC Sponsor LLC acquired 2,724,344 shares of Common Stock and 7,531,000 Warrants. |
| October 2, 2024 | CWAM Fund acquired 750,000 shares of Series B Preferred Stock in a private placement. |
| October 25, 2024 | Date for which 49,522,673 shares of Common Stock outstanding were reported in the Issuer's Form S-1. |
| November 4, 2024 | Issuer's registration statement on Form S-1 filed with the SEC. |
| November 15, 2024 | 1,880,000 shares of Common Stock subject to vesting for CWAM LC Sponsor LLC vested. |
| January 7, 2025 | 344,866 shares of Common Stock subject to vesting for CWAM LC Sponsor LLC vested. |
| March 11, 2025 | CWAM LC Sponsor LLC effected an in-kind distribution of its shares of Common Stock and Warrants to AFT Investments LLC. |
| April 18, 2025 | CWAM Fund converted 764,918 shares of Series B Preferred Stock (including dividends) into 1,529,836 shares of Common Stock. |
| December 22, 2025 | Date for which 67,743,847 shares of Common Stock outstanding were reported in the Issuer's Form S-3. |
| December 23, 2025 | Issuer's registration statement on Form S-3 filed with the SEC. |
| January 12, 2026 | Date of filing of this Schedule 13G. |
Recommendation
holdThe filing indicates a substantial reduction in beneficial ownership by Adam Fisher and affiliated entities, from 19.0% to 6.2%. While the reduction is explained by an in-kind distribution and preferred stock conversion rather than direct market sales, such a significant decrease in institutional holding can be perceived negatively by the market. Investors should 'hold' to assess the market's reaction and await further clarity on the company's performance and other institutional investor activity before making a definitive 'buy' or 'sell' decision. The underlying reasons for the distribution and conversion should be further investigated to understand if they reflect a change in the investor's long-term view of Innventure, Inc.
Keywords
Innventure Inc., Adam Fisher, Commonwealth Asset Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Series B Preferred Stock, SEC Filing, Institutional Investor
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