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Bending Spoons completes all-cash Miro acquisition

Miro was excluded from Bending Spoons’ August 13, 2026 financial outlook, and the company expects to include it in its next results.

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Form Type
6-K

Rhea-AI Filing Summary

Bending Spoons S.p.A. (BSP) completed its acquisition of 100% of Miro’s issued and outstanding shares on October 26, 2026, in an all-cash transaction. At closing, certain former Miro shareholders invested approximately $295 million of their proceeds in approximately 6.2 million newly issued ordinary shares of Bending Spoons through a private placement exempt from registration under the U.S. Securities Act.

Miro described serving more than 100 million users across 250,000 customers. Bending Spoons’ financial outlook provided August 13, 2026, was based solely on businesses owned as of August 12, 2026, and excluded Miro; the company expects to incorporate Miro into its outlook when it next reports financial results.

Miro shares acquired 100% Acquisition completed October 26, 2026
Former shareholders’ investment Approximately $295 million Invested at closing from proceeds
Newly issued ordinary shares Approximately 6.2 million shares Issued to certain former Miro shareholders at closing
Miro users More than 100 million users Miro company description
Miro customers 250,000 customers Miro company description
all-cash transaction financial
"acquired 100% of the issued and outstanding shares of Miro in an all-cash transaction"
An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.
private placement financial
"issued in a private placement exempt from registration"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
incorporated by reference regulatory
"hereby incorporated by reference into the registration statement"
forward-looking statements regulatory
"This press release contains “forward-looking statements”"
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.

FAQ

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

How did Bending Spoons (BSP) acquire Miro?

Bending Spoons completed the acquisition of 100% of Miro’s issued and outstanding shares on October 26, 2026, in an all-cash transaction.

How much did former Miro shareholders invest in Bending Spoons (BSP)?

At closing, certain former Miro shareholders invested approximately $295 million of their proceeds in approximately 6.2 million newly issued ordinary shares of Bending Spoons through a private placement exempt from registration under the U.S. Securities Act.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
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 ☐
Information contained in this report on Form 6-K

On October 26, 2026, Bending Spoons S.p.A. completed its previously announced acquisition of all of the issued and outstanding shares of RealTimeBoard, Inc. (d/b/a Miro), a Delaware corporation (the “Company”).

At closing, certain former Company shareholders invested approximately $295 million of their proceeds in approximately 6.2 million newly issued ordinary shares of Bending Spoons. The shares were issued in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended.

Incorporation 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 INDEX
Exhibit No.Description
99.1Bending Spoons completes the acquisition of Miro
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 26, 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 completes the acquisition of Miro

Milan, Italy—October 26, 2026 | Bending Spoons S.p.A. (NASDAQ: BSP) has completed the previously announced acquisition of Miro, the visual collaboration platform used by more than 250,000 organizations to brainstorm, plan, and build together.

“Miro has built a strong business around a product that makes complex collaborative work feel simple,” said Luca Ferrari, Bending Spoons CEO and co-founder. “Miro’s versatility has made it useful across a broad range of industries and workflows, while creating a robust foundation for further expansion. We believe there’s significant potential to build on these strengths. We look forward to drawing on Bending Spoons’ technologies and expertise to make Miro even more useful to customers and support its continued growth.”

“Teams depend on Miro for innovating, alignment, coordination, and decisioning, and that need is only growing,“ said Andrey Khusid, CEO and co-founder of Miro. “In Bending Spoons, Miro has an owner who invests for the long term and cares deeply about product quality, which is exactly what our users and customers deserve. Thank you to our customers, to every Mironeer, and to the partners and investors who have supported us along the journey so far.”

Details of the Transaction

Under the terms of the agreement, Bending Spoons acquired 100% of the issued and outstanding shares of Miro in an all-cash transaction. At closing, certain former Miro shareholders invested approximately $295 million of their proceeds in approximately 6.2 million newly issued ordinary shares of Bending Spoons. The shares were issued in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended.

The financial outlook provided by Bending Spoons on August 13, 2026, was based solely on the portfolio of businesses owned as of August 12, 2026, and excluded any contribution from Miro. Bending Spoons expects to incorporate Miro into its outlook when it next reports financial results.

Latham & Watkins LLP served as legal counsel to Bending Spoons. Ernst & Young LLP and EY Advisory S.p.A. provided financial and tax due diligence services while McDermott Will & Schulte Studio Legale Associato acted as Italian tax counsel to Bending Spoons. BNP Paribas and J.P. Morgan acted as co-financial advisors to Bending Spoons.

Goodwin Procter LLP served as legal counsel and Morgan Stanley & Co. LLC acted as exclusive financial advisor to Miro.

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, Miro, Tractive, Vimeo, and WeTransfer.

Bending Spoons S.p.A. | Miro Closing | Page 1
About Miro

Miro is the collaborative workspace where agents and teams converge to think, decide, and build together. As AI accelerates work, the challenge for organizations isn’t doing more; it’s turning individual output into scaled impact. Serving more than 100 million users across 250,000 customers, Miro’s shared, secure canvas surfaces the context that empowers teams to solve harder problems, make better decisions, and move work forward faster. To learn more, visit miro.com.

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 and its expected benefits. These forward-looking statements are made as of the date they were first issued and are 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 that the acquisition disrupts current plans and operations, potential difficulties in employee retention as a result of the acquisition, the distraction of management resulting from the acquisition, 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

Miro: press@miro.com

Bending Spoons S.p.A. | Miro Closing | Page 2

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