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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Innventure, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45784M108 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
CastleKnight Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: This figure includes 2,812,860 warrants beneficially owned by the Reporting Persons each exercisable for one share of Common Stock, par value $0.0001 per share.
SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
CastleKnight Fund GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
CastleKnight Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
CastleKnight Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
Weitman Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 45784M108 |
| 1 | Names of Reporting Persons
Aaron Weitman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,442,325.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Innventure, Inc. | |
| (b) | Address of issuer's principal executive offices:
6900 Tavistock Lakes Blvd, Suite 400, Orlando, Florida, 32827 | |
| Item 2. | ||
| (a) | Name of person filing:
CastleKnight Master Fund LP
CastleKnight Fund GP LLC
CastleKnight Management LP
CastleKnight Management GP LLC
Weitman Capital LLC
Aaron Weitman | |
| (b) | Address or principal business office or, if none, residence:
CastleKnight Master Fund LP
Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
CastleKnight Fund GP LLC
888 Seventh Avenue, 24th Floor
New York, New York 10019
United States of America
CastleKnight Management LP
888 Seventh Avenue, 24th Floor
New York, New York 10019
United States of America
CastleKnight Management GP LLC
888 Seventh Avenue, 24th Floor
New York, New York 10019
United States of America
Weitman Capital LLC
c/o Aaron Weitman
c/o CastleKnight Management LP
888 Seventh Avenue, 24th Floor
New York, New York 10019
United States of America
Aaron Weitman
c/o CastleKnight Management LP
888 Seventh Avenue, 24th Floor
New York, New York 10019
United States of America | |
| (c) | Citizenship:
CastleKnight Master Fund LP - Cayman Islands
CastleKnight Fund GP LLC - Delaware
CastleKnight Management LP - Delaware
CastleKnight Management GP LLC - Delaware
Weitman Capital LLC - New Jersey
Aaron Weitman - United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
45784M108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
CastleKnight Master Fund LP - 4,442,325
CastleKnight Fund GP LLC - 4,442,325
CastleKnight Management LP - 4,442,325
CastleKnight Management GP LLC - 4,442,325
Weitman Capital LLC - 4,442,325
Aaron Weitman - 4,442,325 | |
| (b) | Percent of class:
CastleKnight Master Fund LP - 6.3%
CastleKnight Fund GP LLC - 6.3%
CastleKnight Management LP - 6.3%
CastleKnight Management GP LLC - 6.3%
Weitman Capital LLC - 6.3%
Aaron Weitman - 6.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
CastleKnight Master Fund LP - 0
CastleKnight Fund GP LLC - 0
CastleKnight Management LP - 0
CastleKnight Management GP LLC - 0
Weitman Capital LLC - 0
Aaron Weitman - 0 | ||
| (ii) Shared power to vote or to direct the vote:
CastleKnight Master Fund LP - 4,442,325
CastleKnight Fund GP LLC - 4,442,325
CastleKnight Management LP - 4,442,325
CastleKnight Management GP LLC - 4,442,325
Weitman Capital LLC - 4,442,325
Aaron Weitman - 4,442,325 | ||
| (iii) Sole power to dispose or to direct the disposition of:
CastleKnight Master Fund LP - 0
CastleKnight Fund GP LLC - 0
CastleKnight Management LP - 0
CastleKnight Management GP LLC - 0
Weitman Capital LLC - 0
Aaron Weitman - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
CastleKnight Master Fund LP - 4,442,325
CastleKnight Fund GP LLC - 4,442,325
CastleKnight Management LP - 4,442,325
CastleKnight Management GP LLC - 4,442,325
Weitman Capital LLC - 4,442,325
Aaron Weitman - 4,442,325 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Material to be Filed as Exhibit:
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 3 dated February 17, 2026 relating to the Common Stock, par value $0.0001 per share, of Innventure, Inc. shall be filed on behalf of the undersigned.
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CASTLEKNIGHT MASTER FUND LP By: CastleKnight Fund GP LLC, its general partner By: Weitman Capital LLC, its managing member
By: /s/ Aaron Weitman | |
| Name: Aaron Weitman | |
| Title: Manager |
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CASTLEKNIGHT FUND GP LLC By: Weitman Capital LLC, its managing member
By: /s/ Aaron Weitman | |
| Name: Aaron Weitman | |
| Title: Manager |
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CASTLEKNIGHT MANAGEMENT LP By: CastleKnight Management GP LLC, its general partner By: Weitman Capital LLC, its managing member
By: /s/ Aaron Weitman | |
| Name: Aaron Weitman | |
| Title: Manager |
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CASTLEKNIGHT MANAGEMENT GP LLC By: Weitman Capital LLC, its managing member
By: /s/ Aaron Weitman | |
| Name: Aaron Weitman | |
| Title: Manager |
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WEITMAN CAPITAL LLC
By: /s/ Aaron Weitman | |
| Name: Aaron Weitman | |
| Title: Manager |
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AARON WEITMAN
By: /s/ Aaron Weitman |
Exhibit B
CONTROL PERSON IDENTIFICATION
CastleKnight Management LP is the relevant entity for which Aaron Weitman may be considered a control person.