Bending Spoons closes roughly $330M Berkshire placement
The shares were not registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.
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Rhea-AI Filing Summary
Bending Spoons S.p.A. (BSP) closed a private placement to Berkshire Hathaway on October 29, 2026, issuing 10 million ordinary shares at $33.00 per share. Proceeds to Bending Spoons were approximately $330 million before offering expenses; the company intends to use net proceeds for general corporate purposes and investment in new acquisitions.
Following closing, Berkshire Hathaway held approximately 4% of Bending Spoons’ outstanding ordinary shares. Bending Spoons reported 346,498,470 ordinary shares outstanding, excluding treasury shares, and 310,240,685 Class A shares outstanding following the placement.
Filing Explained
Absent offsetting changes, the completed issuance reduces existing holders’ percentage ownership; U.S. resale of the new shares requires registration or an applicable exemption.
The placement closed on
The issued shares are unregistered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.
Key Figures
Key Terms
private placement financial
accredited investor regulatory
general solicitation regulatory
Rule 506 of Regulation D regulatory
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As previously announced, on October 14, 2026, Bending Spoons S.p.A. (“Bending Spoons”) entered into a binding agreement with Berkshire Hathaway (the “Investor”) for the private placement (the “Private Placement”) of 10 million ordinary shares, of no par value (the “Shares”), at a purchase price of $33.00 per Share. The Private Placement closed on October 29, 2026. The proceeds to Bending Spoons are approximately $330 million, before deducting offering expenses. Bending Spoons intends to use the net proceeds from the Private Placement for general corporate purposes and to invest in new acquisitions.
Following the closing of the Private Placement, Bending Spoons has (i) 346,498,470 ordinary shares (excluding treasury shares) and (ii) 310,240,685 Class A shares outstanding, and the Investor holds approximately 4% of Bending Spoons’ outstanding ordinary shares.
The form of subscription agreement for the Private Placement entered into by Bending Spoons and the Investor on October 22, 2026 is attached as Exhibit 99.2 to this report on Form 6-K and incorporated herein by reference.
The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Investor represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Shares. The Shares were offered without any general solicitation by Bending Spoons or its representatives. The Shares sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act.
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 | Berkshire Hathaway completes further $330 million investment in Bending Spoons |
| 99.2 | Form of subscription agreement dated October 22, 2026 |
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 29, 2026 | By: /s/ Luca Ferrari |
| Name: Luca Ferrari | |
| Title: Chair of the board of directors, co-founder, and chief executive officer |
Milan, Italy—October 29, 2026 | Bending Spoons has today announced the closing of Berkshire Hathaway’s $330 million investment. This takes Berkshire Hathaway’s total ownership stake of the technology company to 4%, having invested $600 million in Bending Spoons at its July 2026 initial public offering.
“Berkshire Hathaway came on board as shareholders at our public listing. Their decision to now make a significant fresh investment means a great deal to us. We admire and are inspired by Berkshire Hathaway’s long-term approach, and we appreciate their continued trust. As a serial acquirer, this fresh investment will be helpful when the right opportunities come along. We look forward to what comes next,” said Bending Spoons CEO and co-founder Luca Ferrari.
Undertaken as a private placement, Bending Spoons issued 10 million ordinary shares at a purchase price of $33.00 per share. The securities described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Additional details regarding the closing will be included in a Form 6-K to be furnished by Bending Spoons to the U.S. Securities and Exchange Commission.
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.
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, services and retailing. Common stock of the company is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Investors: investor-relations@bendingspoons.com
Media: press@bendingspoons.com