Bending Spoons units propose roughly $1.5B in notes
The notes are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.
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Rhea-AI Filing Summary
Bending Spoons S.p.A. announced proposed offerings of senior secured notes totaling $1.5 billion (approximate equivalent), subject to market and other conditions. Bending Spoons US Inc., an indirect wholly owned subsidiary, is proposed to issue $1 billion aggregate principal amount of U.S. dollar-denominated notes; Bending Spoons Operations S.p.A., also an indirect wholly owned subsidiary, is proposed to issue euro-denominated notes of $500 million (approximate equivalent). Both tranches are due in 2032.
Bending Spoons S.p.A. will not issue or guarantee the Notes. Net proceeds are intended for future acquisitions, offering-related costs, fees, expenses and taxes, and other general corporate purposes. Interest rates, issue prices and other terms will be determined at pricing.
Key Figures
Key Terms
senior secured notes financial
aggregate principal amount financial
Rule 144A regulatory
Regulation S regulatory
qualified institutional buyers regulatory
FAQ
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On October 27, 2026, Bending Spoons S.p.A. issued a press release announcing proposed offerings of senior secured notes by its wholly-owned subsidiaries, Bending Spoons US Inc. and Bending Spoons Operations S.p.A. A copy of the press release is attached as Exhibit 99.1 to this report on Form 6-K and incorporated herein by reference.
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.
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 No. | Description |
| 99.1 | Bending Spoons announces proposed offering of senior secured notes |
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.
| Date: October 27, 2026 | By: /s/ Luca Ferrari |
| Name: Luca Ferrari | |
| Title: Chair of the board of directors, co-founder, and chief executive officer |
Milan, Italy—October 27, 2026 | Bending Spoons S.p.A. (“Bending Spoons”) today announced the proposed offerings of $1.5 billion (approximate equivalent) senior secured notes, subject to market and other conditions. The offerings are composed of $1 billion aggregate principal amount of U.S. dollar-denominated senior secured notes and $500 million (approximate equivalent) of euro-denominated senior secured notes (together, the “Notes”), both due in 2032.
The U.S. dollar-denominated Notes are proposed to be issued by Bending Spoons US Inc., a Delaware corporation, while the euro-denominated Notes are proposed to be issued by Bending Spoons Operations S.p.A., a joint stock company (società per azioni) organized under the laws of Italy. Each issuer is an indirect wholly owned subsidiary of Bending Spoons. Bending Spoons will not issue or guarantee the Notes.
The net proceeds from the offerings are intended to fund future acquisitions, to pay costs, fees, expenses, and taxes in connection with the offerings, and for other general corporate purposes. The interest rates, issue prices, and other terms of the Notes will be determined at pricing. There can be no assurance that the offerings will be completed on the terms described or at all.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). It does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
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 the proposed offering, including the expected use of proceeds. 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.
Investors: investor-relations@bendingspoons.com
Media: press@bendingspoons.com