STOCK TITAN

Bending Spoons closes $1.25B and €395M loan add-ons

The stated uses include financing the agreed-upon Miro acquisition, repayment of the currently drawn euro revolving credit facility, and general corporate purposes.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Bending Spoons S.p.A. closed two add-ons to its existing senior secured term loan B facilities on October 2, 2026: $1.25 billion for the U.S. dollar facility and €395 million for the euro facility, both due 2031. Both add-ons were priced on September 25, 2026. The September 25 release said they remained subject to certain closing conditions, including finalization and execution of definitive documentation. It described the amounts raised as increases from original $750 million and $250 million equivalent target figures. The add-ons are fungible and have terms consistent with certain existing term loan B tranches.

Bending Spoons intends to use proceeds to finance the agreed-upon Miro acquisition, repay the currently drawn portion of its euro revolving credit facility, and for general corporate purposes. The release said Moody’s upgraded its rating to Ba3 from B1 and S&P raised its rating to BB- from B+ earlier that week.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointCredit ratings upgraded: Moody’s Ba3 from B1; S&P BB- from B+.

Negative

  • None.
U.S. dollar term loan B add-on principal $1.25 billion Closed October 2, 2026; due 2031
Euro term loan B add-on principal €395 million Closed October 2, 2026; due 2031
Original target figure $750 million Original target figure for the U.S. dollar add-on
Original target figure $250 million equivalent Other original target figure stated in the release
Moody’s credit rating Ba3 from B1 Upgrade reported earlier that week
S&P credit rating BB- from B+ Upgrade reported earlier that week
Term loan B maturity 2031 Both existing facilities and their add-ons
senior secured term loan B financial
"existing U.S. dollar-denominated senior secured term loan B"
A senior secured Term Loan B is a large, long-term loan that a company takes and backs with specific assets as collateral, and which ranks ahead of most other debt if the company cannot pay. Think of it like a mortgage held by a group of institutional lenders rather than a single bank: it gives those lenders stronger claims to repayment but usually carries higher interest than top-priority bank debt. Investors watch this loan because its size, cost and priority affect a company’s financial risk, cash available for dividends or growth, and how equity would be treated if trouble arises.
fungible financial
"The add-ons are fungible and have terms consistent"
Fungible describes an asset that is interchangeable with another of the same kind because each unit holds the same value and function. For investors this matters because fungible assets are easier to trade, price, and store—think of cash or grains where one unit can replace another, unlike a unique artwork or a signed collectible which may be worth more or less depending on provenance. Fungibility affects liquidity, market efficiency, and how assets are settled or regulated.
syndicated financial
"successfully syndicated and priced a $1.25 billion add-on"
Syndicated describes a financial deal handled by a group of banks or firms working together to provide or sell a large amount of capital that would be too big or risky for one participant alone. For investors, syndication matters because it spreads credit and market risk, can improve pricing and access to big loans or securities, and signals broader institutional support—like several lenders backing a single borrower instead of just one.
revolving credit facility financial
"currently drawn portion of its euro revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
joint physical bookrunners financial
"acting as active joint physical bookrunners"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large were BSP’s term-loan add-ons?

Bending Spoons closed add-ons with principal amounts of $1.25 billion and €395 million, both due 2031. The release described the amounts raised as increases from original target figures of $750 million and $250 million equivalent.

What credit rating upgrades did BSP disclose?

The release said Moody’s upgraded Bending Spoons’ rating to Ba3 from B1 and S&P raised its rating to BB- from B+ earlier that week.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

For the month of October 2026

Commission File Number: 001-43382

Bending Spoons

Bending Spoons S.p.A.
(Exact name of registrant as specified in its charter)
Via Nino Bonnet 10
20154 Milan
Italy
(Address of principal executive office)

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 October 2, 2026, Bending Spoons S.p.A. closed two add-ons to its existing U.S. dollar-denominated senior secured term loan B, due 2031, and euro-denominated senior secured term loan B, due 2031. Both add-ons priced on September 25, 2026, and have principal amounts of $1.25 billion and €395 million, respectively. A copy of the press release, issued on September 25, 2026, on pricing of the term loan B add-ons is furnished as Exhibit 99.1 to this report on Form 6-K.

The $1.25 billion add-on was arranged by JPMorgan Chase Bank, N.A., with JPMorgan Chase Bank, N.A., BNP Paribas SA, Goldman Sachs Bank Europe SE, HSBC Continental Europe S.A., and UniCredit S.p.A. acting as active joint physical bookrunners, and Banco BPM S.p.A., Intesa Sanpaolo S.p.A., and MUFG Bank, Ltd. acting as passive joint physical bookrunners.

The €395 million add-on was arranged by BNP Paribas SA, Goldman Sachs Bank Europe SE, J.P. Morgan SE, and UniCredit S.p.A., with BNP Paribas SA, Goldman Sachs Bank Europe SE, HSBC Continental Europe S.A., J.P. Morgan SE, and UniCredit S.p.A. acting as active joint physical bookrunners and Banco BPM S.p.A., Intesa Sanpaolo S.p.A., and MUFG Bank, Ltd. acting as passive joint physical bookrunners.

Other than as indicated below, the information in this report on Form 6-K will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Incorporation by Reference

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

EXHIBIT INDEX
Exhibit No.Description
99.1Bending Spoons successfully syndicates upsized term loan B add-ons
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: October 2, 2026By: /s/ Luca Ferrari
Name: Luca Ferrari
Title: Chair of the board of directors, co-founder, and chief executive officer
Exhibit 99.1
Bending Spoons successfully syndicates upsized term loan B add-ons

Milan, Italy—September 25, 2026 | Bending Spoons has successfully syndicated and priced a $1.25 billion add-on to its existing US dollar-denominated senior secured term loan B, due 2031, and a €395 million add-on to its existing euro-denominated senior secured term loan B, due 2031, subject to certain conditions. Both the US dollar and euro amounts raised represent increases from the original $750 million and $250 million equivalent target figures. The add-ons are fungible and have terms consistent with certain existing term loan B tranches.

The successful syndication follows on from Bending Spoons’ credit ratings having been upgraded by both Moody’s and S&P earlier this week. Moody’s upgraded to Ba3 from B1, and S&P raised its rating to BB- from B+.

The add-ons remain subject to certain closing conditions, including the finalization and execution of definitive documentation. Bending Spoons intends to use the proceeds to finance the agreed-upon Miro acquisition, repay the currently drawn portion of its euro revolving credit facility, and for general corporate purposes.

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.

Bending Spoons’ main businesses include Airtable, AOL, Brightcove, Eventbrite, Evernote, Tractive, Vimeo, and WeTransfer.

Bending Spoons S.p.A. | Term loan B add-ons | Page 1
Forward-looking statements

This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements include statements about our objectives and outlook. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” “foresee,” “forecast,” “in our view,” “probably,” “likely,” or other similar expressions.

Forward-looking statements reflect our current expectations and are based on assumptions and information available as of the date of this press release. Actual results and events may differ materially from those expressed or implied by such forward-looking statements due to a variety of risks and uncertainties, some of which are beyond our control. These include the risks and uncertainties described in the sections Risk factors and Management’s discussion and analysis of financial condition and results of operations in our registration statement on Form F-1, which is on file with the U.S. Securities and Exchange Commission and is available on our investor relations website at investors.bendingspoons.com and on the U.S. Securities and Exchange Commission website at www.sec.gov.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we assume no obligation to update any forward-looking statements.

Contacts

Media: press@bendingspoons.com

Investors: investor-relations@bendingspoons.com

Bending Spoons S.p.A. | Term loan B add-ons | Page 2

Filing Exhibits & Attachments

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