STOCK TITAN

Bending Spoons (BSP) plans $1.285B all-cash Airtable takeover

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bending Spoons S.p.A. has agreed to acquire Airtable in an all-cash transaction. A wholly owned U.S. subsidiary will purchase 100% of Airtable’s shares from Formagrid Holdings LLC, valuing Airtable at an enterprise value of $1.285 billion and implying an equity value of approximately $2.25 billion, subject to customary purchase price adjustments and closing conditions. Closing is expected later this year, contingent on required regulatory approvals and other conditions, and the agreement includes mutual termination rights if the deal is not completed by February 4, 2027, with potential extension for pending regulatory clearances.

Airtable reports annual recurring revenue of approximately $480 million as of June 2026, growing over 20% year over year, and is used by more than 500,000 organizations, including 80% of the Fortune 100. Bending Spoons highlights this as its first acquisition since listing on Nasdaq, adding Airtable to a portfolio that in March 2026 served over 500 million monthly active users and more than 9 million monthly paying customers across brands such as AOL, Eventbrite, Evernote, Vimeo, and others.

Positive

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Negative

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Filing Explained

The pending purchase covers Airtable after Hyperagent assets and liabilities were transferred out; funding mechanics for the all-cash consideration remain undisclosed.

The August 4, 2026 Form 6-K reports a signed but not-yet-closed purchase of Airtable’s shares; before signing, assets and liabilities tied to the “Hyperagent” business line were transferred out, so the acquired scope is the reorganized Airtable entity rather than that transferred business line.

The filing does not disclose the funding source or financing terms for the all-cash consideration, leaving any resulting cash use, borrowing burden, or other funding effect on Bending Spoons unestablished in this disclosure.

Airtable enterprise value $1.285 billion All-cash transaction enterprise value for Airtable
Airtable implied equity value approximately $2.25 billion Enterprise value plus net cash-and-cash-equivalents balance
Airtable annual recurring revenue approximately $480 million ARR as of June 2026, growing over 20% year over year
Organizations using Airtable more than 500,000 Customer organizations, including 80% of the Fortune 100
Fortune 100 penetration 80% Portion of the Fortune 100 reported as Airtable customers
Monthly active users over 500 million Bending Spoons’ businesses in March 2026
Monthly paying customers more than 9 million Bending Spoons’ businesses in March 2026
Outside termination date February 4, 2027 Latest date to consummate the transaction before termination rights
enterprise value financial
"values the Company at an enterprise value of $1.285 billion"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
equity value financial
"implies an equity value of approximately $2.25 billion"
Equity value is the total worth of a company that belongs to its shareholders after subtracting debts and obligations, like the leftover value if you sold everything and paid off all bills. For investors, it shows what all shares combined are worth and helps compare what a stake in the company might be worth today; think of it as the market price of the whole company’s ownership pie.
annual recurring revenue financial
"annual recurring revenue growing over 20% YoY to approximately $480 million"
Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.
customary closing conditions regulatory
"subject to receipt of regulatory approvals and satisfaction of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements regulatory
"This press release contains "forward-looking statements" within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
regulatory approvals regulatory
"including regulatory approvals"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

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FAQ

What is Bending Spoons (BSP) paying to acquire Airtable?

Bending Spoons will acquire Airtable in an all-cash deal valuing it at an enterprise value of $1.285 billion, implying an equity value of approximately $2.25 billion, subject to customary purchase price adjustments at closing.

How is the Bending Spoons (BSP)–Airtable transaction structured?

A wholly owned Bending Spoons U.S. subsidiary will acquire 100% of Airtable’s issued and outstanding shares from Formagrid Holdings LLC in an all-cash transaction, with standard representations, warranties, covenants, and closing conditions.

When is the Bending Spoons (BSP) acquisition of Airtable expected to close?

The Airtable acquisition is expected to close later this year, subject to required regulatory approvals and other customary closing conditions. The agreement allows termination if not completed by February 4, 2027, with possible extension for pending regulatory clearances.

What are Airtable’s key financial metrics cited by Bending Spoons (BSP)?

Airtable’s annual recurring revenue is approximately $480 million as of June 2026, growing over 20% year over year. More than 500,000 organizations, including 80% of the Fortune 100, use Airtable for critical workflows.

How large is Bending Spoons’ (BSP) existing user and customer base?

In March 2026, Bending Spoons’ businesses served over 500 million monthly active users and more than 9 million monthly paying customers across brands including AOL, Brightcove, Eventbrite, Evernote, Remini, Vimeo, and others.

What risks does Bending Spoons (BSP) highlight regarding the Airtable acquisition?

Bending Spoons cites risks such as uncertainty whether the transaction will be completed, potential termination of the agreement, failure to obtain regulatory clearances, transaction-related costs and litigation, operational disruption, and employee retention challenges.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 2026

Commission File Number: 001-43382

Bending Spoons

Bending Spoons S.p.A.
(Translation of registrant's name into English)
Via Nino Bonnet 10
20154 Milan
Italy
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory note

On August 4, 2026, Bending Spoons S.p.A. (“Bending Spoons”) entered into a securities purchase agreement (the “Purchase Agreement”) by and among Bending Spoons US Inc., a Delaware corporation and a wholly-owned subsidiary of Bending Spoons (“Buyer”), Formagrid Holdings LLC, a Delaware limited liability company (“Seller”), Hyperagent Inc., a Delaware corporation, Fortis Advisors LLC, a Delaware limited liability company, and, solely for certain specified sections of the Purchase Agreement, Bending Spoons, pursuant to which Buyer will acquire all of the issued and outstanding shares (the “Shares”) of Formagrid Inc (d/b/a Airtable), a Delaware corporation (the “Company”), from Seller, in an all-cash transaction that values the Company at an enterprise value of $1.285 billion, which, together with the Company’s current net cash-and-cash-equivalents balance, implies an equity value of approximately $2.25 billion, subject to customary purchase price adjustments at closing (the “Purchase Price”) and the other terms and conditions described in the Purchase Agreement (the “Transaction”).

Prior to entering into the Purchase Agreement, Seller and its affiliates implemented a reorganization pursuant to which Seller became the sole holder of the Shares, and assets and liabilities relating to the “Hyperagent” business line were transferred by the Company to Hyperagent Inc.

The Purchase Agreement contains customary representations and warranties and covenants. The closing of the Transaction is expected to occur later this year, subject to receipt of regulatory approvals and satisfaction of customary closing conditions. Bending Spoons makes no assurances that the Transaction will close or will close within the expected timeframe.

The Purchase Agreement provides for certain termination rights for both Seller and Buyer, including the right to terminate the Purchase Agreement if the Transaction is not consummated by February 4, 2027, which date may be extended by Seller or Buyer in accordance with the terms of the Purchase Agreement if certain regulatory closing conditions are the only conditions that remain outstanding.

Forward-Looking Statements

This Report on Form 6-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about the acquisition, expected benefits and the expected closing timing. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Bending Spoons’ control.

Bending Spoons’ actual results could differ materially from those stated or implied in forward-looking statements due to several factors, including but not limited to: competition; change in clients; regulatory measures; a change in external forces; risks associated with uncertainty as to whether the acquisition transaction will be completed; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction; costs and potential litigation associated with the transaction; the failure to obtain necessary regulatory clearances or to satisfy the other closing conditions set forth in the agreement; risks that the proposed acquisition disrupts current plans and operations; potential difficulties in employee retention as a result of the proposed transaction; the distraction of management resulting from the proposed transaction; and other risk factors discussed from time to time by Bending Spoons in reports filed with, or furnished to, the Securities and Exchange Commission. Bending Spoons undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.

Incorporation by Reference

The information contained in this report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into Bending Spoons’ registration statement on Form S-8 (File No. 333-297730).

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EXHIBIT INDEX
Exhibit No.Description
99.1Press release, dated August 4, 2026
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bending Spoons S.p.A.
Date: August 4, 2026By: /s/ Luca Ferrari
Name: Luca Ferrari
Title: Chair of the board of directors, co-founder, and chief executive officer
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Exhibit 99.1
Bending Spoons has entered into a definitive agreement to acquire Airtable for $1.285 billion

Milan, Italy | Bending Spoons S.p.A. (NASDAQ: BSP) announced that it has entered into a definitive agreement to acquire Airtable, in an all-cash transaction that values Airtable at an enterprise value of $1.285 billion, which, together with Airtable’s current net cash-and-cash-equivalents balance, implies an equity value of approximately $2.25 billion. The acquisition is subject to customary closing conditions and approvals, including regulatory approvals.

“We’re looking forward to welcoming Airtable into Bending Spoons,” said Luca Ferrari, Bending Spoons CEO and co-founder. “Airtable is a pioneering brand reshaping how teams organize data and manage critical workflows. The value being delivered is reflected in annual recurring revenue growing over 20% YoY to approximately $480 million as of June 2026, and joining forces with Bending Spoons will accelerate innovation even further. We’re committed to investing in Airtable for the long run, and doubling down on its core strength: bringing teams and workflows together in one flexible workspace. We plan to expand what can be done across the full spectrum of work and make Airtable even more valuable to customers at every scale.”

“When we founded Airtable in 2013, we set out to share the magic of building software with more people—to put the power to create apps in the hands of anyone, regardless of technical skill,” said Howie Liu, co-founder and CEO of Airtable. “Today, more than 500,000 organizations, including 80% of the Fortune 100, rely on Airtable to power their most critical work. Partnering with Bending Spoons gives us the resources and the long-term commitment Airtable needs to pursue that vision even more boldly as we build the AI-native platform of the future.”

The deal will mark Bending Spoons’ first acquisition since its listing on Nasdaq on July 1, 2026, adding Airtable to a growing portfolio of renowned global brands. Bending Spoons acquired AOL in January 2026 and Eventbrite in March 2026.

Details of the Proposed Transaction

Under the terms of the agreement, which was unanimously approved by the boards of directors of Bending Spoons and Airtable, Bending Spoons will acquire 100% of the issued and outstanding shares of Airtable in an all-cash transaction.

The transaction is expected to close later this year, subject to receipt of required regulatory approvals and other customary closing conditions. Until the transaction closes, both companies will continue to operate independently.

Willkie Farr & Gallagher LLP is serving as legal counsel to Bending Spoons, while EY Advisory S.p.A. is providing financial and tax due diligence services to Bending Spoons. Goldman Sachs Bank Europe SE, Succursale Italia, and J.P. Morgan are acting as co-financial advisors to Bending Spoons.

Latham & Watkins LLP is serving as legal counsel and AXOM Partners LLC is acting as financial advisor to Airtable.

About Bending Spoons

Bending Spoons is built on the conviction that operational excellence enables efficient growth through acquisitions. It acquires digital businesses, implements deep transformations and ongoing optimizations to sustainably expand earnings, and reinvests in additional acquisitions, thereby continuing the compounding cycle. The company has executed this strategy for more than a decade and, to date, has never sold a material business.

Bending Spoons strives to envision the most successful version of an acquired business, and works to close the gap between its current state and that vision as quickly and completely as possible. The transformation is typically deep and entails reorganizing teams, overhauling technology, redesigning user interfaces, accelerating product development, and enhancing marketing and monetization. AI is often both a central component of the vision and a key tool in implementing the transformation.

Bending Spoons’ performance is driven by its Platform—comprising its people, proprietary technologies, and proprietary data—and reflects an intense focus on achieving exceptional talent density, cultural strength, and technical capabilities.

1
Exhibit 99.1

Bending Spoons’ main businesses include AOL, Brightcove, Eventbrite, Evernote, Harvest, komoot, Remini, StreamYard, Vimeo, and WeTransfer. In March 2026, the company served over 500 million monthly active users and more than 9 million monthly paying customers.

About Airtable

Airtable is the connected platform that powers how modern enterprises run their operations. By combining the familiarity of a spreadsheet with the depth of a database, Airtable lets teams build the custom apps their work depends on, without writing code or waiting on engineering. Across every industry, leading enterprises rely on Airtable to consolidate their product operations, marketing operations, and other mission-critical workflows into a single, flexible source of truth. More than 500,000 organizations, including 80% of the Fortune 100, run on Airtable to accelerate work, automate complex workflows, and turn the power of AI into measurable business impact.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about the acquisition, expected benefits, and the expected closing timing. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Bending Spoons’ control.

Bending Spoons’ actual results could differ materially from those stated or implied in forward-looking statements due to several factors, including but not limited to: competition; change in clients; regulatory measures; a change in external forces; risks associated with uncertainty as to whether the acquisition transaction will be completed; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction; costs and potential litigation associated with the transaction; the failure to obtain necessary regulatory clearances or to satisfy the other closing conditions set forth in the agreement; risks that the proposed acquisition disrupts current plans and operations; potential difficulties in employee retention as a result of the proposed transaction; the distraction of management resulting from the proposed transaction; and other risk factors discussed from time to time by Bending Spoons in reports filed with, or furnished to, the Securities and Exchange Commission. Bending Spoons undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by law.

For more information, visit our website https://bendingspoons.com/ and our Investors page https://investors.bendingspoons.com/.

Bending Spoons logos and photos: https://we.tl/t-l4EP2NyDKd.

Media Contacts

Bending Spoons: press@bendingspoons.com

Airtable: press@airtable.com

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Filing Exhibits & Attachments

1 document