Eventbrite to be acquired by Bending Spoons in definitive agreement

Eventbrite, Inc. reported that it has entered into a definitive agreement under which Bending Spoons US, Inc., a wholly owned subsidiary of Bending Spoons S.p.A., will acquire the company.

Rhea-AI Filing Summary

Eventbrite, Inc. reported that it has entered into a definitive agreement under which Bending Spoons US, Inc., a wholly owned subsidiary of Bending Spoons S.p.A., will acquire the company. The announcement explains that the merger is subject to conditions such as stockholder and regulatory approvals and other customary closing requirements.

The company highlights multiple risks that could affect whether the transaction is completed and its potential effects, including possible litigation, business disruption, employee retention challenges, changes in business relationships, transaction costs, and the possibility the agreement could be terminated. Eventbrite plans to file a detailed proxy statement with the SEC, which will provide stockholders with more information about the proposed transaction and related risks.

Insights

M&A and corporate actions analyst

Eventbrite agrees to be acquired by Bending Spoons, pending approvals.

Eventbrite has signed a definitive agreement for acquisition by Bending Spoons US, Inc., a wholly owned subsidiary of Bending Spoons S.p.A.. This represents a potential change of control, meaning existing public shareholders would likely transition to a new ownership structure once the merger closes, though deal value and consideration are not described in this excerpt.

The company clearly states that closing depends on several conditions, including required stockholder approval, regulatory clearances and satisfaction of other closing conditions. It also flags risks such as potential litigation, business disruptions, employee retention issues, and changes in customer or partner relationships arising from the announcement or completion of the transaction.

Eventbrite indicates that significant details and risk factors will be included in a forthcoming definitive proxy statement to be filed with the SEC in connection with the merger. Until those materials are available and conditions such as stockholder and regulatory approvals are addressed, the transaction remains subject to uncertainty, and actual outcomes could differ from current expectations outlined in the forward-looking statements.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What major corporate event did Eventbrite (EB) announce?

Eventbrite announced that it has entered into a definitive agreement under which Bending Spoons US, Inc., a wholly owned subsidiary of Bending Spoons S.p.A., will acquire the company.

Who is acquiring Eventbrite (EB)?

Eventbrite will be acquired by Bending Spoons US, Inc., a Delaware corporation and wholly owned subsidiary of Bending Spoons S.p.A..

Is the Eventbrite and Bending Spoons transaction already completed?

No. The merger is described as a proposed transaction that is subject to conditions, including stockholder and regulatory approvals and other customary closing conditions.

What risks related to the Eventbrite (EB) acquisition does the company highlight?

Eventbrite lists risks such as completion risk (including approvals and closing conditions), potential litigation, business disruption, employee retention challenges, possible adverse reactions in business relationships, transaction costs, and the chance the deal could be terminated under certain circumstances.

Where can Eventbrite (EB) investors find more information about the proposed acquisition?

Eventbrite will file a proxy statement with the SEC about the transaction. Investors can obtain it (when available) via www.sec.gov, the company’s investor website at https://investor.eventbrite.com, or by contacting Eventbrite’s Investor Relations at its San Francisco address.

What type of SEC filing did Eventbrite (EB) use to disclose the acquisition agreement?

Eventbrite used a Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that it entered into the definitive acquisition agreement with Bending Spoons US, Inc.

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

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Accepted by SEC EDGAR 12/02/2025 - 07:42 AM Learn about SEC filing dates

false 0001475115 0001475115 2025-12-02 2025-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 2, 2025

EVENTBRITE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38658		14-1888467
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

95 Third Street, 2nd Floor

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

(415) 692-7779

(Registrant’s telephone number, include area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.00001 per share		EB		New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 2, 2025, Eventbrite, Inc. (the “Company”) issued a press release announcing that it had entered into a definitive agreement pursuant to which Bending Spoons US, Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons S.p.A. (“Bending Spoons”), will acquire the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

This communication contains certain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements related to the proposed merger of the Company and its consolidated subsidiaries with Bending Spoons (the “Transaction”), including estimates and statements regarding the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) any potential litigation relating to the Transaction that could be instituted against Bending Spoons, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Transaction will harm the Company’s business, including current plans and operations and employee retention, and the Company’s ability to implement its business strategy; (iv) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (v) legislative, regulatory and economic developments affecting the Company’s business; (vi) general macroeconomic and geopolitical environment and market developments and conditions; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (viii) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (x) significant transaction costs associated with the Transaction; (xi) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee and/or other expenses; (xiii) the ability of Bending Spoons to successfully integrate the Company’s operations, product lines and services; (xiv) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xv) the risks and uncertainties that will be described in a definitive proxy statement (the “Proxy Statement”) available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement to be filed with the Securities Exchange Commission (the “SEC”) in connection with the Transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are

made, and the Company does not undertake to and specifically disclaims any obligation to publicly provide revisions or updates to any of forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Important Additional Information and Where to Find It

In connection with the proposed transaction between the Company and a wholly owned subsidiary of Bending Spoons, the Company will file with the SEC a Proxy Statement, the definitive version of which will be sent or provided to Company stockholders. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the Company’s website at https://investor.eventbrite.com or by contacting the Company’s Investor Relations Team at:

Eventbrite, Inc.

Attention: Investor Relations

95 Third Street, 2nd Floor

San Francisco, California 94103

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of December 2, 2025.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: December 2, 2025				EVENTBRITE, INC.
				By:		/s/ Julia Hartz
						Julia Hartz
						Chief Executive Officer