Bending Spoons: Luca Ferrari reports 20.1% stake

Available on EDGAR 11/12/2026 - 06:53 PM EST Accepted by SEC EDGAR 11/12/2026 - 06:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bending Spoons S.p.A. (BSP) reported that Luca Ferrari beneficially owned 82,789,665 ordinary shares, or 20.1%, as of September 30, 2026. The ownership calculation used 330,312,800 ordinary shares outstanding as of October 23, 2026.

The reported position comprises 644,175 ordinary shares held of record and 82,145,490 ordinary shares underlying Class A shares. Each Class A share is convertible at any time into one ordinary share upon the holder’s request. Ferrari reported sole voting and dispositive power over 82,789,665 shares.

Key Figures

Beneficially owned shares: 82,789,665 ordinary shares Percent of class: 20.1% Ordinary shares outstanding: 330,312,800 shares +3 more

6 metrics

Beneficially owned shares 82,789,665 ordinary shares Luca Ferrari’s reported ownership as of September 30, 2026

Percent of class 20.1% Luca Ferrari’s reported beneficial ownership

Ordinary shares outstanding 330,312,800 shares As of October 23, 2026; basis for the ownership calculation

Ordinary shares held of record 644,175 shares Part of Luca Ferrari’s reported position

Ordinary shares underlying Class A shares 82,145,490 shares Part of Luca Ferrari’s reported position

Class A share conversion ratio 1 ordinary share per Class A share Convertible at any time upon the holder’s request

Key Terms

beneficial ownership, sole voting power, sole dispositive power, Class A Shares

4 terms

beneficial ownership regulatory

"beneficial ownership of Ordinary Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole voting power regulatory

"Sole power to vote or to direct the vote"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Class A Shares technical

"Ordinary Shares underlying Class A Shares of the Issuer"

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.

FAQ

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

How many BSP shares does Luca Ferrari beneficially own?

Luca Ferrari reported beneficial ownership of 82,789,665 ordinary shares, or 20.1%, as of September 30, 2026. The reported position includes 644,175 ordinary shares held of record and 82,145,490 ordinary shares underlying Class A shares.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Bending Spoons S.p.A.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

T19377109

(CUSIP Number)

09/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): T19377109

1

Names of Reporting Persons

Ferrari Luca

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 82,789,665.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 82,789,665.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

82,789,665.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

20.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Bending Spoons S.p.A.
(b)	Address of issuer's principal executive offices: VIA NINO BONNET 10, MILAN, ITALY, 20154
Item 2.
(a)	Name of person filing: This statement is filed on behalf of Luca Ferrari (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Person is c/o Bending Spoons S.p.A., Via Nino Bonnet 10, Milan, Italy, 20154.
(c)	Citizenship: The Reporting Person is a citizen of Italy.
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP Number(s): T19377109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information contained on the cover page to this Schedule 13G is incorporated by reference into this Item 4. The ownership information presented herein represents beneficial ownership of Ordinary Shares of the Issuer ("Ordinary Shares") as of September 30, 2026, based upon 330,312,800 Ordinary Shares outstanding as of October 23, 2026, as disclosed by the Issuer. The Reporting Person is the record holder of (i) 644,175 Ordinary Shares and (ii) 82,145,490 Ordinary Shares underlying Class A Shares of the Issuer. Each Class A Share is convertible at any time into one Ordinary Share upon request of the holder.
(b)	Percent of class: 20.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 82,789,665
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 82,789,665
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ferrari Luca

Signature:	/s/ Elena Biancotto, Attorney-in-Fact
Name/Title:	Elena Biancotto
Date:	11/11/2026

Exhibit Information

Exhibit 24 - Power of Attorney.