Amendment: SEC Form SC 13D/A filed by INNOVATE Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Innovate Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

404139107

(CUSIP Number)

Avram Glazer

Lancer Capital LLC

777 South Flagler Drive

Suite 800, West Tower

West Palm Beach, Florida 33401

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 18, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 13 to Schedule 13D (“Amendment No. 13”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of Innovate Corp., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)           As of the date hereof, Lancer beneficially owns directly 64,546,685 shares of Common Stock representing 49.27% of the Issuer’s Common Stock, the Trust beneficially owns 67,686,090 shares of Common Stock representing 51.67% of the Issuer's Common Stock, and Mr. Glazer beneficially owns 68,062,286 shares of Common Stock representing 51.96% of the Issuer's Common Stock, based upon 130,529,931 shares of Common Stock of the Issuer outstanding as of June 18, 2024.

(b)           The following sets forth, as of the date of this Statement, the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of.

Lancer is the record holder of 64,078,091 shares of Common Stock, the Trust is the record holder of 3,139,045 shares of Common Stock, and Mr. Glazer is the record holder of 376,196 shares of Common Stock.

The Trust is the sole owner of Lancer, and in such capacity may be deemed to beneficially own the shares held of record by Lancer. Mr. Glazer is the Trustee of the Trust, and in such capacity may be deemed to beneficially own the shares held of record by the Trust and Lancer.

(c)           Lancer acquired 44,693,895 shares of Common Stock upon the conversion of 31,285.7265 shares of the Issuer’s Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share, which were converted automatically upon the approval of the conversion by the Issuer’s stockholders at the Issuer’s 2024 annual meeting of stockholders on June 18, 2024. Except for the forgoing, none of the Reporting Persons acquired any shares of Common Stock during the past sixty days,

(d)           None.

(e)           Not applicable.

SIGNATURES

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.

Date:       June 21, 2024