Bending Spoons signs roughly $330M Berkshire share deal
The 10 million shares are to be issued in an unregistered placement 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. entered into a binding agreement with Berkshire Hathaway for a private placement of 10 million ordinary shares at $33.00 per share. The company expects approximately $330 million before offering expenses and intends to use net proceeds for general corporate purposes and new acquisitions.
Closing is subject to customary closing conditions, and Bending Spoons anticipates completion in Q4 2026. The announced investment would bring Berkshire Hathaway’s total ownership stake to 4%, following its $600 million investment in Bending Spoons at its July 2026 initial public offering.
Filing Explained
If completed, the 10 million-share issue would dilute existing holders’ percentage ownership; the shares remain unregistered, with U.S. resale limits and Berkshire registration rights.
The agreed issue of 10 million new shares has not yet closed; if completed, it would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.
The placement relies on a U.S. registration exemption; the filing says the shares are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption, and the subscription agreement will include registration rights for Berkshire.
Key Figures
Key Terms
private placement financial
Rule 506 of Regulation D regulatory
accredited investor regulatory
registration rights financial
FAQ
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When is BSP's private placement expected to close?
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On October 14, 2026, Bending Spoons S.p.A. (“Bending Spoons”) issued a press release announcing that it has 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, at a purchase price of $33.00 per share (the “Shares”). The proceeds to Bending Spoons will be 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. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K. The Private Placement is subject to customary closing conditions, and Bending Spoons anticipates that the transaction will close in Q4 2026.
The subscription agreement for the Private Placement to be entered into (the “Subscription Agreement”) will contain customary representations, warranties, and agreements by Bending Spoons, indemnification obligations of Bending Spoons and the Investor, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties, and covenants contained in the Subscription Agreement (i) were made only for purposes of such Subscription Agreement and are made as of specific dates, (ii) are solely for the benefit of the parties to the Subscription Agreement, (iii) may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Subscription Agreement, instead of establishing matters as facts, and (iv) may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties, and covenants, or any description of such warranties and covenants as characterizations of the actual state of facts or condition of Bending Spoons. The Subscription Agreement will also contain customary registration rights provisions for the Investor.
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.
This report on Form 6-K contains forward-looking statements. All statements other than statements of historical fact contained in this report on Form 6-K are forward-looking statements. Forward-looking statements include statements about the finalization of definitive documentation for, and the closing of, the Private Placement. 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 report on Form 6-K. 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.
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 invests further $330 million in Bending Spoons following $600 million IPO investment |
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 14, 2026 | By: /s/ Luca Ferrari |
| Name: Luca Ferrari | |
| Title: Chair of the board of directors, co-founder, and chief executive officer |
Milan, Italy—October 14, 2026 | Bending Spoons has today announced a new $330 million investment from Berkshire Hathaway. The fresh investment takes Berkshire Hathaway’s total ownership stake of the technology company to 4%, having previously invested $600 million in Bending Spoons at its July 2026 initial public offering.
“For decades now, Berkshire Hathaway has been among the finest and most respected capital allocators in the world, and is a longstanding inspiration for Bending Spoons. We were delighted to welcome Berkshire Hathaway as shareholders at our public listing, and we’re equally delighted to reinforce the partnership through this fresh investment, which underscores our mutual respect and excitement for what lies ahead,” said Bending Spoons CEO and co-founder, Luca Ferrari. Francesco Patarnello, Bending Spoons Head of Business Acquisitions and co-founder, said: “Bending Spoons continuously evaluates M&A opportunities, and our pipeline remains strong. We believe Berkshire Hathaway’s investment reflects confidence in our team and Platform and will further enhance our financial flexibility and ability to pursue attractive acquisitions as part of our broader financing strategy.”
Undertaken as a private placement, Bending Spoons will issue 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. The closing of the transaction is subject to customary closing conditions. Additional details regarding the private placement will be included in a Form 6-K to be filed by the Company with 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, 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