Business Context and Reporting Period
This Form 8-K Current Report was filed by Innventure, Inc. on August 18, 2025. The filing primarily addresses a change in the registrant's certifying accountant. The company is incorporated in Delaware and trades on The Nasdaq Stock Market under the symbol "INV."
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. However, it references prior audit reports containing an explanatory paragraph regarding "substantial doubt about the Company's ability to continue as a going concern" for the fiscal years ended December 31, 2023, and December 31, 2024.
Material Changes
- Dismissal of Auditor: The Audit Committee approved the immediate dismissal of BDO USA, PC as the independent registered public accounting firm, effective August 18, 2025. BDO had served since October 2, 2024.
- Engagement of New Auditor: The Audit Committee approved the engagement of WithumSmith+Brown, PC ("Withum") as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective August 18, 2025.
- Audit Opinion Status: BDO's reports for the fiscal years ended December 31, 2023, and 2024 did not contain adverse opinions or disclaimers, except for the aforementioned going concern explanatory paragraph.
Guidance, Risks, and Contingencies
The filing discloses significant risks related to internal controls and financial reporting:
- Material Weaknesses: The company identified material weaknesses in internal control over financial reporting, including insufficient accounting staffing, lack of IT general controls, inadequate controls over inventory costing and existence, and insufficient review of forecasts for Accelsius Holdings LLC.
- Segregation of Duties: There were noted issues regarding inadequate segregation of duties and lack of review.
- Accounting Treatment Changes: A change in accounting treatment occurred in connection with a previously reported business combination with Learn CW Investment Corporation.
- Going Concern: The prior auditor's reports included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
Investor Verification Checklist
- Verify the specific reasons for the dismissal of BDO USA, PC beyond the disclosed material weaknesses.
- Review the letter from BDO USA, PC (Exhibit 16.1) to confirm their agreement with the company's disclosures regarding the dismissal.
- Assess the company's remediation plan for the disclosed material weaknesses in internal controls.
- Monitor subsequent filings for updates on the "substantial doubt" regarding the company's ability to continue as a going concern.
- Confirm the timeline for the transition of audit responsibilities to WithumSmith+Brown, PC.