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  4. [Form 3] Bending Spoons S.p.A. Initial Statement of Beneficial Ownership

Bending Spoons (BSP) CEO Luca Ferrari reports large Ordinary and Class A stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Bending Spoons S.p.A. chief executive officer Luca Ferrari filed an initial Form 3 reporting his ownership in the company. He directly holds 644,175 Ordinary Shares and 82,145,490 Class A Shares.

Each Class A Share is convertible at any time into one Ordinary Share at the holder’s request, and the Class A Shares will also automatically convert into Ordinary Shares upon certain events. The filing records Ferrari’s starting equity position and does not report any recent share purchases or sales.

Positive

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Insider Ferrari Luca
Role Chief Executive Officer
Type Security Shares Price Value
holding Class A Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Class A Shares — 82,145,490 shares (Direct, null); Ordinary Shares — 644,175 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Ordinary Shares held 644,175 shares Direct holdings reported on Form 3
Class A Shares held 82,145,490 shares Direct holdings reported on Form 3
Class A conversion ratio 1 Class A = 1 Ordinary Share Convertible at any time upon holder request
Class A exercise/conversion price $0.0000 per share Exercise price disclosed for Class A into Ordinary Shares
Underlying Ordinary Shares for Class A 82,145,490 shares Underlying security shares for Class A instruments
Ordinary Shares financial
"Security title reported as Ordinary Shares with 644,175 held directly"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Class A Shares financial
"Security title reported as Class A Shares with 82,145,490 held directly"
Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.
convertible financial
"Each Class A Share is convertible at any time into one Ordinary Share"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
underlying security financial
"Underlying security title identified as Ordinary Shares for the Class A Shares"
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FAQ

What does Luca Ferrari’s Form 3 for Bending Spoons (BSP) disclose?
The Form 3 discloses Luca Ferrari’s initial ownership in Bending Spoons. He directly holds 644,175 Ordinary Shares and 82,145,490 Class A Shares, establishing his starting equity position as chief executive officer without reporting any recent trades.

How many Ordinary Shares does Luca Ferrari hold in Bending Spoons (BSP)?
Luca Ferrari directly holds 644,175 Ordinary Shares of Bending Spoons. This figure represents his reported post-transaction Ordinary Share position on the Form 3 and forms part of his overall economic interest in the company alongside his Class A Shares.

What are Bending Spoons (BSP) Class A Shares reported on this Form 3?
The Form 3 shows Ferrari holds 82,145,490 Class A Shares. According to the disclosure, each Class A Share is convertible at any time into one Ordinary Share at the holder’s request and will also convert automatically upon certain specified events.

Does the Bending Spoons (BSP) Form 3 show any insider buying or selling?
The Form 3 does not show any insider buying or selling. It is an initial ownership report with two holding entries and no recorded purchase or sale transactions, so it simply establishes Ferrari’s existing equity stake in the company.

How are Bending Spoons (BSP) Class A Shares convertible into Ordinary Shares?
Each Class A Share is convertible at any time into one Ordinary Share upon the holder’s request. The filing also states Class A Shares will automatically convert into Ordinary Shares upon certain events, giving a clear one-for-one conversion structure between the two classes.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Ferrari Luca
(Last)(First)(Middle)
C/O BENDING SPOONS S.P.A.
VIA NINO BONNET 10
(Street)
MILAN20154
(City)(State)(Zip)
ITALY
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2026		3. Issuer Name and Ticker or Trading Symbol
Bending Spoons S.p.A. [ BSP ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares644,175D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Shares (1) (1)Ordinary Shares82,145,490(1)D
Explanation of Responses:
1. Each Class A Share is convertible at any time into one Ordinary Share upon request of the holder. In addition, the Class A Shares will automatically convert into Ordinary Shares upon certain events.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Ignacio Pereira, Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR