Bending Spoons SpA美股招股说明书(2026-07-01版)

Bending Spoons S.p.A.Ordinary shares This is the initial public offering of Bending Spoons S.p.A. We are offering 34,398,640 of our ordinary shares, with no par value, andcertain of our existing shareholders (the “Selling Shareholders”) are offering 23,572,375 of our ordinary shares. We will not receiveany proceeds from the sale of ordinary shares by the Selling Shareholders. Prior to this offering, there has been no public market forour ordinary shares. The initial public offering price is $29.00 per ordinary share. We have been approved to list our ordinary shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BSP.” Following the completion of this offering, we will have two classes of shares outstanding: ordinary shares and classA shares. Eachordinary share will be entitled to one vote per share and will not be convertible into any other shares. Each classA share will beentitled to five votes per share and will be convertible at any time into one ordinary share upon request of the holder. In addition, ourclassA shares will automatically convert into ordinary shares upon certain events. For additional information, seeDescription ofshare capital and bylaws. After giving effect to the sale of ordinary shares in this offering, Matteo Danieli, Luca Ferrari, FrancescoPatarnello, and Luca Querella will beneficially own our classA shares and will be able to exercise 82.71% of the total voting powerof our issued and outstanding share capital immediately following the completion of this offering (or 82.48% if the underwriters’option to purchase additional ordinary shares is exercised in full). SeePrincipal and selling shareholders. Investing in our ordinary shares involves risks. SeeRisk factorsbeginning on page18. We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reducedpublic company disclosure requirements. SeeProspectus summary — Implications of being a “foreign private issuer.” 1SeeUnderwriting (conflicts of interest)for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 57,971,015 ordinary shares, the underwriters have the option to purchase up to anadditional 5,244,026 ordinary shares from us and an additional 3,451,626 ordinary shares from the Selling Shareholders, each atthe initial public offering price, less underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the ordinary shares to purchasers against payment on July2, 2026. Societe Generale Table of contents Letter from the teamSelected definitionsPresentation of financial informationNote regarding forward-looking statementsProspectus summaryThe offeringSummary consolidated financial dataRisk factorsMarket and industry dataUse of proceedsDividend policyCapitalizationDilutionManagement’s discussion and analysis of financial condition and results of operationsBusinessManagementUnaudited proforma condensed combined financial informationPrincipal and selling shareholdersCertain relationships and related party transactionsDescription of share capital and bylawsShares eligible for future saleTaxationUnderwriting (conflicts of interest)Expenses of the offeringLegal mattersExpertsEnforcement of civil liabilitiesWhere you can find more informationIndex to financial statements For investors outside the U.S.: Neither we nor the Selling Shareholders nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus in any jurisdiction, other than the U.S., where action for thatpurpose is required. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside theU.S. Neither we nor the Selling Shareholders nor the underwriters have authorized anyone to provide you with any information or tomake any representations other than those contained in this prospectus, in any amendment or supplement to this prospectus, orin any free writing prospectus we have prepared. Neither we nor the Selling Shareholders nor the underwriters take responsibilityfor any other information others may give you. Neither we nor the Selling Shareholders nor the underwriters can provideassurance as to the reliability of any such information. Neither we nor the Selling Shareholders nor the underwriters are makingan offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. Theinformation contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the